Common use of Resolution of Conflicts of Interest Clause in Contracts

Resolution of Conflicts of Interest. (a) Unless otherwise expressly provided herein, (i) whenever a conflict of interest exists or arises between the Manager or any of its Affiliates, on the one hand, and the Series or a Member, on the other hand, or (ii) whenever this Agreement or any other agreement contemplated herein provides that the Manager shall act in a manner that is, or provides terms that are, fair and reasonable to the Series or any Member, the Manager shall resolve the conflict of interest, take the action or provide the terms, considering in each case the relative interest of each party (including its own interest) to the conflict, agreement, transaction or situation and the benefits and burdens relating to the interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Manager, the resolution, action or terms so made, taken or provided by the Manager will not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of the Manager at law or in equity or otherwise. (b) To the fullest extent permitted by law and notwithstanding any other provision of this Agreement or any agreement contemplated herein or applicable provisions of law or equity or otherwise, whenever in this Agreement a Person is permitted or required to make a decision (i) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, the Person will be entitled to consider only those interests and factors as it desires, including its own interests, and will have no duty or obligation to give any consideration to any interest of or factors affecting the Series or any other Person, or (ii) in its “good faith” or under another express standard, the Person shall act under the express standard and will not be subject to any other or different standard.

Resolution of Conflicts of Interest. (a) Unless otherwise expressly provided herein, (i) whenever a conflict of interest exists or arises between the Manager or any of its Affiliates, on the one hand, and the Series or a Member, on the other hand, or (ii) whenever this Agreement or any other agreement contemplated herein provides that the Manager shall act in a manner that is, or provides terms that are, fair and reasonable to the Series or any Member, the Manager shall resolve the conflict of interest, take the action or provide the terms, considering in each case the relative interest of each party (including its own interest) to the conflict, agreement, transaction or situation and the benefits and burdens relating to the interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Manager, the resolution, action or terms so made, taken or provided by the Manager will not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of the Manager at law or in equity or otherwise. (b) To the fullest extent permitted by law and notwithstanding any other provision of this Agreement or any agreement contemplated herein or applicable provisions of law or equity or otherwise, whenever in this Agreement a Person is permitted or required to make a decision (i) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, the Person will be entitled to consider only those interests and factors as it desires, including its own interests, and will have no duty or obligation to give any consideration to any interest of or factors affecting the Series or any other Person, or (ii) in its “good faith” or under another express standard, the Person shall act under the express standard and will not be subject to any other or different standard.or

Resolution of Conflicts of Interest. (a) Unless otherwise expressly provided hereinin this Agreement or any Subsidiary Agreement or the Omnibus Agreement, (i) whenever a potential conflict of interest exists or arises between the Manager General Partner or any of its Affiliates, on the one hand, and the Series Partnership, any Subsidiary, any Partner or a Memberany Assignee, on the other hand, any resolution or (ii) whenever course of action in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement or Agreement, of any other Subsidiary Agreement, of any agreement contemplated herein provides that the Manager shall act in a manner that isor therein, or provides terms that areof any duty stated or implied by law or equity, if the resolution or course of action is or, by operation of this Agreement, is deemed to be, fair and reasonable to the Series or Partnership. The General Partner shall be authorized in connection with its resolution of any Member, the Manager shall resolve the conflict of interest, take the action or provide the terms, considering in each case interest to consider (i) the relative interest interests of each any party (including its own interest) to the such conflict, agreement, transaction or situation and the benefits and burdens relating to the interests, such interest; (ii) any customary or accepted industry practices, practices and any customary or historical dealings with a particular Person; (iii) any applicable generally accepted accounting or engineering practices or principles; and (iv) such additional factors as the General Partner determines in its sole discretion to be relevant, reasonable or appropriate under the circumstances. Nothing contained in this Agreement, however, is intended to nor shall it be construed to require the General Partner to consider the interests of any Person other than the Partnership. In the absence of bad faith by the ManagerGeneral Partner, the resolution, action or terms so made, taken or provided by the Manager will General Partner with respect to such matter shall not constitute a breach of this Agreement or any other agreement contemplated herein or a breach of any standard of care or duty imposed herein or obligation of therein or under the Manager at law Delaware Act or in equity any other law, rule or otherwiseregulation. (b) To the fullest extent permitted by law and notwithstanding any other provision of Whenever this Agreement or any other agreement contemplated herein hereby provides that the General Partner or applicable provisions any of law or equity or otherwise, whenever in this Agreement a Person its Affiliates is permitted or required to make a decision (i) in its “sole discretion” or “discretion” that it deems “necessary or appropriate” or under a grant of similar authority or latitude, the Person will General Partner or such Affiliate shall be entitled to consider only those such interests and factors as it desires, including its own interests, desires and will shall have no duty or obligation to give any consideration to any interest of of, or factors affecting affecting, the Series Partnership, any Subsidiary, any Limited Partner or any other PersonAssignee, or (ii) in its “good faith” or under another express standard, the Person General Partner or such Affiliate shall act under the such express standard and will shall not be subject to any other or different standardstandards imposed by this Agreement, any Subsidiary Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation. In addition, any actions taken by the General Partner consistent with the standards of “reasonable discretion” set forth in the definitions of Available Cash or Cash from Operations shall not constitute a breach of any duty of the General Partner to the Partnership or the Limited Partners. The General Partner shall have no duty, express or implied, to sell or otherwise dispose of any asset of any Subsidiary or of the Partnership, other than in the ordinary course of business. No borrowing by the Partnership or any Subsidiary or the approval thereof by the General Partner shall be deemed to constitute a breach of any duty of the General Partner to the Partnership or the Limited Partners by reason of the fact that the purpose or effect of such borrowing is directly or indirectly to enable the General Partner to receive Incentive Distributions. (c) Whenever a particular transaction, arrangement or resolution of a conflict of interest is required under this Agreement to be “fair and reasonable” to any Person, the fair and reasonable nature of such transaction, arrangement or resolution shall be considered in the context of all similar or related transactions. (d) The Limited Partners hereby authorize the General Partner, on behalf of the Partnership as a partner, member, shareholder or other equity interest holder of any Subsidiary, to approve actions by any Subsidiary similar to those actions permitted to be taken by the General Partner pursuant to this Section 6.9.

Resolution of Conflicts of Interest. (a) At all times from and after the date hereof, a majority of the members of the board of directors of the General Partner shall be Persons who are not shareholders or members of the General Partner or a member of the immediate family of such a shareholder or member. (b) Unless otherwise expressly provided herein, (i) whenever a conflict of interest exists or arises between the Manager General Partner or any of its AffiliatesAffiliate thereof, on the one hand, and the Series Partnership, any Limited Partner or a Memberany Assignee, on the other hand, or (ii) whenever this Agreement or any other agreement contemplated herein or therein provides that the Manager General Partner shall act in a manner that which is, or provides provide terms that which are, fair and reasonable to the Series Partnership or any MemberLimited Partner, the Manager General Partner shall resolve the such conflict of interest, take the such action or provide the termssuch terms considering, considering in each case case, the relative interest interests of each party (including its own interest) to the such conflict, agreement, transaction or situation and the benefits and burdens relating to the such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principlesprinciples and any other factors deemed relevant, reasonable and appropriate. In the absence of bad faith by the ManagerGeneral Partner, the resolution, action or terms so made, taken or provided by the Manager will General Partner shall not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of the Manager at law or in equity or otherwisetherein. (bc) To the fullest extent permitted by law and notwithstanding any other provision of this Agreement or any agreement contemplated herein or applicable provisions of law or equity or otherwise, whenever Whenever in this Agreement a Person the General Partner is permitted or required to make a decision (i) in its “sole discretion” or “discretion,” with “complete discretion” or under a grant of similar authority or latitude, the Person will General Partner shall be entitled to consider only those such interests and factors as it desires, including its own interests, deems appropriate and will shall have no duty or obligation to give any consideration to any other interest of or factors affecting the Series Partnership, the Limited Partners or any other Person, the Assignees or (ii) in its “good faith” or under another express standard, the Person General Partner shall act under such express standard. Each Limited Partner hereby agrees that any standard of care or duty imposed in the express standard and will not be subject to Delaware Act or any other applicable law, rule or different standardregulation shall be modified, waived or limited in each case as required to permit the General Partner to act under this Agreement or any other agreement contemplated herein and to make any decision pursuant to the authority prescribed in this Section 6.12(c) so long as such action or decision is reasonably believed by the General Partner to be consistent with the overall purposes of the Partnership.

Resolution of Conflicts of Interest. (a) Unless otherwise expressly provided hereinin this Agreement or the Investor Partnership Agreement, (i) whenever a potential conflict of interest exists or arises between the Manager General Partner or any of its Affiliates, on the one hand, and the Series Partnership, or a Memberthe Investor Partnership, on the other hand, any resolution or (ii) whenever course of action in respect of such conflict of interest shall be permitted and deemed approved by the Limited Partner, and shall not constitute a breach of this Agreement or Agreement, of the Investor Partnership Agreement, of any other agreement contemplated herein provides that the Manager shall act in a manner that isor therein, or provides terms that areof any duty stated or implied by law or equity, if the resolution or course of action is or, by operation of this Agreement is deemed to be, fair and reasonable to the Series or Partnership. The General Partner shall be authorized in connection with its resolution of any Member, the Manager shall resolve the conflict of interest, take the action or provide the terms, considering in each case interest to consider (i) the relative interest interests of each any party (including its own interest) to the such conflict, agreement, transaction or situation and the benefits and burdens relating to the interests, such interests (ii) any customary or accepted industry practices, practices and any customary or historical dealings with a Particular Person; (iii) any applicable generally accepted accounting or engineering practices or principles; and (iv) such additional factors as the General Partner determines in its sole discretion to be relevant, reasonable or appropriate under the circumstances. Nothing contained in this Agreement, however, is intended to nor shall it be construed to require the General Partner to consider the interests of any Person other than the Partnership. In the absence of bad faith by the ManagerGeneral Partner, the resolution, action or terms so made, taken or provided by the Manager will General Partner with respect to such matter shall not constitute a breach of this Agreement or any other agreement contemplated herein or a breach of any standard of care or duty imposed herein or obligation of therein or under the Manager at law Delaware Act or in equity any other law, rule or otherwiseregulation. (b) To the fullest extent permitted by law and notwithstanding any other provision of Whenever this Agreement or any other agreement contemplated herein hereby provides that the General Partner or applicable provisions any of law or equity or otherwise, whenever in this Agreement a Person its Affiliates is permitted or required to make a decision (i) in its “"sole discretion” " or “"discretion” ", that it deems "necessary or appropriate" or under a grant of similar authority or latitude, the Person will General Partner or such Affiliate shall be entitled to consider only those such interests and factors as it desires, including its own interests, desires and will shall have no duty or obligation to give any consideration to any interest of of, or factors affecting affecting, the Series Partnership, the Investor Partnership, the Limited Partner or any other Personholder of Units, or (ii) in its “"good faith” " or under another express standard, the Person General Partner or such Affiliate shall act under the such express standard and will shall not be subject to any other or different standardstandards imposed by this Agreement, the Investor Partnership Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation. In addition, any actions taken by the General Partner consistent with the standards of "reasonable discretion" set forth in the definition of Available Cash shall not constitute a breach of any duty of the General Partner to the Partnership or the Limited Partner. The General Partner shall have no duty, express or implied, to sell or otherwise dispose of any asset of the Partnership, other than in the ordinary course of business. No borrowing by the Partnership or the approval thereof by the General Partner shall be deemed to constitute a breach of any duty of the General Partner to the Partnership or the Limited Partner by reason of the fact that the purpose or effect of such borrowing is directly or indirectly to enable the General Partner to receive incentive distributions pursuant to the Investor Partnership Agreement. (c) Whenever a particular transaction, arrangement or resolution of a conflict of interest is required under this Agreement to be "fair and reasonable" to any Person, the fair and reasonable nature of such transaction, arrangement or resolution shall be considered in the context of all similar or related transactions.

Resolution of Conflicts of Interest. (a) Unless otherwise expressly provided herein, (i) whenever a conflict of interest exists or arises between the Manager General Partner or any of its Affiliates, on the one hand, and the Series Partnership, or a Member, Limited Partner on the other hand, or (ii) whenever this Agreement or any other agreement contemplated herein or therein provides that the Manager General Partner shall act in a manner that which is, or provides terms that which are, fair and reasonable to the Series Partnership, or any MemberLimited Partner, the Manager General Partner shall resolve the such conflict of interest, take the taking such action or provide the such terms, considering in each case the relative interest of each party (including its own interest) to the such conflict, agreement, transaction or situation and the benefits and burdens relating to the such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the ManagerGeneral Partner, the resolution, action or terms so made, taken or provided by the Manager will General Partner shall not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of the Manager General Partner at law or in equity or otherwise. (b) To the fullest extent permitted by law and notwithstanding any other provision of this Agreement or any agreement contemplated herein or applicable provisions of law or equity or otherwise, whenever Whenever in this Agreement a Person the General Partner is permitted or required to make a decision (i) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, the Person will General Partner shall be entitled to consider only those such interests and factors as it desires, including its own interests, and will shall have no duty or obligation to give any consideration to any interest of or factors affecting the Series Partnership or any other Personthe Limited Partners, or (ii) in its “good faith” or under another express expressed standard, the Person General Partner shall act under the such express standard and will shall not be subject to any other or different standardstandards imposed by this Agreement or any other agreement contemplated herein or by relevant provisions of law or in equity or otherwise.

Resolution of Conflicts of Interest. (a) Unless otherwise expressly provided herein, (i) whenever a conflict of interest exists or arises between the Manager or any of its Affiliates, on the one hand, and the Series Company, any Series, the Member or a Series Member, on the other hand, or (ii) whenever this Agreement or any other agreement contemplated herein provides that the Manager shall act in a manner that is, or provides terms that are, fair and reasonable to the Company, the Member, the Series or any Series Member, the Manager shall resolve the conflict of interest, take the action or provide the terms, considering in each case the relative interest of each party (including its own interest) to the conflict, agreement, transaction or situation and the benefits and burdens relating to the interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Manager, the resolution, action or terms so made, taken or provided by the Manager will shall not constitute a breach of this Agreement or any other agreement contemplated herein between the parties hereto or of any duty or obligation of the Manager at law or in equity or otherwise. (b) To the fullest extent permitted by law and notwithstanding any other provision of this Agreement or any agreement contemplated herein or therein or applicable provisions of law or equity or otherwise, whenever in this Agreement a Person is permitted or required to make a decision (i) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, the Person will shall be entitled to consider only those interests and factors as it desires, including its own interests, and will shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company, any Series or any other Person, or (ii) in its “good faith” or under another express standard, the Person shall act under the express standard and will shall not be subject to any other or different standard.

Resolution of Conflicts of Interest. ‌ (a) Unless otherwise expressly provided hereinin this Agreement or the Operating Partnership Agreement, (i) whenever a potential conflict of interest exists or arises between the Manager General Partner or any of its Affiliates, on the one hand, and the Series Partnership, the Operating Partnership, any Partner or a Memberany Assignee, on the other handother, any resolution or course of action by the General Partner or its Affiliates in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of the Operating Partnership Agreement, of any agreement contemplated herein or therein, or of any duty stated or implied by law or equity, if the resolution or course of action is, or by operation of this Agreement is deemed to be, fair and reasonable to the‌ (iib) whenever Whenever this Agreement or any other agreement contemplated herein hereby provides that the Manager shall act in a manner that is, or provides terms that are, fair and reasonable to the Series General Partner or any Member, the Manager shall resolve the conflict of interest, take the action or provide the terms, considering in each case the relative interest of each party (including its own interest) to the conflict, agreement, transaction or situation and the benefits and burdens relating to the interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Manager, the resolution, action or terms so made, taken or provided by the Manager will not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of the Manager at law or in equity or otherwise. (b) To the fullest extent permitted by law and notwithstanding any other provision of this Agreement or any agreement contemplated herein or applicable provisions of law or equity or otherwise, whenever in this Agreement a Person Affiliates is permitted or required to make a decision (i) in its “sole discretion” or “discretion,” that it deems “necessary or appropriate” or “necessary or advisable” or under a grant of similar authority or latitude, except as otherwise provided herein, the Person will General Partner or such Affiliate shall be entitled to consider only those such interests and factors as it desires, including its own interests, desires and will shall have no duty or obligation to give any consideration to any interest of of, or factors affecting affecting, the Series Partnership, the Operating Partnership, any Limited Partner or any other PersonAssignee, (ii) it may make such decision in its sole discretion (regardless of whether there is a reference to “sole discretion” or “discretion”) unless another express standard is provided for, or (iiiii) in its “good faith” or under another express standard, the Person General Partner or such Affiliate shall act under the such express standard and will shall not be subject to any other or different standardstandards imposed by this Agreement, the Operating Partnership Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation. In addition, any actions taken by the General Partner or such Affiliate consistent with the standards of “reasonable discretion” set forth in the definitions of Available Cash or Operating Surplus shall not constitute a breach of any duty of the General Partner to the Partnership or the Limited Partners. The General Partner shall have no duty, express or implied, to sell or otherwise dispose of any asset of the Partnership Group other than in the ordinary course of business. No borrowing by any Group Member or the approval thereof by the General Partner shall be deemed to constitute a breach of any duty of the General Partner to the Partnership or the Limited Partners by reason of the fact that the purpose or effect of such borrowing is directly or indirectly to enable distributions to the General Partner or its Affiliates (including in their capacities as Limited Partners) to exceed that amount equal to the product of (i) the General Partner’s Percentage Interest, and (ii) the total amount distributed to all partners. (c) Whenever a particular transaction, arrangement or resolution of a conflict of interest is required under this Agreement to be “fair and reasonable” to any Person, the fair and reasonable nature of such transaction, arrangement or resolution shall be considered in the context of all similar or related transactions. (d) The Unitholders hereby authorize the General Partner, on behalf of the Partnership as a partner or member of a Group Member, to approve of actions by the general partner or managing member of such Group Member similar to those actions permitted to be taken by the General Partner pursuant to this Section 7.9.‌

Resolution of Conflicts of Interest. (a) Unless otherwise expressly provided herein, (i) whenever a conflict of interest exists or arises between the Manager or any of its Affiliates, on the one hand, and the Series Company, any Series, the Member or a Series Member, on the other hand, or (ii) whenever this Agreement or any other agreement contemplated herein provides that the Manager shall act in a manner that is, or provides terms that are, fair and reasonable to the Company, the Member, the Series or any Series Member, the Manager shall resolve the conflict of interest, take the action or provide the terms, considering in each case the relative interest of each party (including its own interest) to the conflict, agreement, transaction or situation and the benefits and burdens relating to the interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Manager, the resolution, action or terms so made, taken or provided by the Manager will not constitute a breach of this Agreement, any Separate Series Operating Agreement or any other agreement contemplated herein between the parties hereto or of any duty or obligation of the Manager at law or in equity or otherwise. (b) To the fullest extent permitted by law and notwithstanding any other provision of this Agreement, any Separate Series Operating Agreement or any agreement contemplated herein or therein or applicable provisions of law or equity or otherwise, whenever in this Agreement a Person is permitted or required to make a decision (i) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, the Person will be entitled to consider only those interests and factors as it desires, including its own interests, and will have no duty or obligation to give any consideration to any interest of or factors affecting the Company, any Series or any other Person, or (ii) in its “good faith” or under another express standard, the Person shall act under the express standard and will not be subject to any other or different standard.

Resolution of Conflicts of Interest. (a) Unless otherwise expressly provided herein, (i) whenever a conflict of interest exists or arises between the Manager or any of its Affiliates, on the one hand, and the Series Company, any Series, the Member or a Series Member, on the other hand, or (ii) whenever this Agreement or any other agreement contemplated herein provides that the Manager shall act in a manner that is, or provides terms that are, fair and reasonable to the Company, the Member, the Series or any Series Member, the Manager shall resolve the conflict of interest, take the action or provide the terms, considering in each case the relative interest of each party (including its own interest) to the conflict, agreement, transaction or situation and the benefits and burdens relating to the interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Manager, the resolution, action or terms so made, taken or provided by the Manager will shall not constitute a breach of this Agreement Agreement, any Series Designation or any Separate Series Operating Agreement, as applicable, or any other agreement contemplated herein between the parties hereto or of any duty or obligation of the Manager at law or in equity or otherwise. (b) To the fullest extent permitted by law and notwithstanding any other provision of this Agreement Agreement, any Series Designation or any Separate Series Operating Agreement, as applicable, or any agreement contemplated herein or therein or applicable provisions of law or equity or otherwise, whenever in this Agreement a Person is permitted or required to make a decision (i) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, the Person will shall be entitled to consider only those interests and factors as it desires, including its own interests, and will shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company, any Series or any other Person, or (ii) in its “good faith” or under another express standard, the Person shall act under the express standard and will shall not be subject to any other or different standard.

Resolution of Conflicts of Interest. (a) Unless otherwise expressly provided herein, (i) whenever a conflict of interest exists or arises between the Manager or any of its Affiliates, on the one hand, and the Series Company, any Series, the Member or a Series Member, on the other hand, or or (ii) whenever this Agreement or any other agreement contemplated herein provides that the Manager shall act in a manner that is, or provides terms that are, fair and reasonable to the Company, the Member, the Series or any Series Member, the Manager shall resolve the conflict of interest, take the action or provide the terms, considering in each case the relative interest of each party (including its own interest) to the conflict, agreement, transaction or situation and the benefits and burdens relating to the interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Manager, the resolution, action or terms so made, taken or provided by the Manager will shall not constitute a breach of this Agreement or any other agreement contemplated herein between the parties hereto or of any duty or obligation of the Manager at law or in equity or otherwise. (b) To the fullest extent permitted by law and notwithstanding any other provision of this Agreement or any agreement contemplated herein or therein or applicable provisions of law or equity or otherwise, whenever in this Agreement a Person is permitted or required to make a decision (i) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, the Person will shall be entitled to consider only those interests and factors as it desires, including its own interests, and will shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company, any Series or any other Person, or (ii) in its “good faith” or under another express standard, the Person shall act under the express standard and will shall not be subject to any other or different standard.

Resolution of Conflicts of Interest. (a) Unless otherwise expressly provided herein, (i) whenever a conflict of interest exists or arises between the Manager General Partner or any of its Affiliates, on the one hand, and the Series Partnership, or a Member, any Limited Partner or Assignee on the other hand, or (ii) whenever this Agreement or any other agreement contemplated herein or therein provides that the Manager General Partner shall act in a manner that which is, or provides provide terms that which are, fair and reasonable to the Series Partnership, the Operating Partnership, or any MemberLimited Partner or Assignee, the Manager General Partner shall resolve the such conflict of interest, take the such action or provide the such terms, considering in each case the relative interest interests of each party (including its own interest) to the such conflict, agreement, transaction or situation and the benefits and burdens relating to the such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the ManagerGeneral Partner, the resolution, action or terms so made, taken or provided by the Manager will General Partner shall not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of the Manager at law or in equity or otherwiseherein. (b) To the fullest extent permitted by law and notwithstanding any other provision of Whenever in this Agreement or any the partnership agreement contemplated herein or applicable provisions of law or equity or otherwise, whenever in this Agreement a Person the Operating Partnership the General Partner is permitted or required to make a decision (i) in its “"sole discretion” " or “"discretion” ," or under a grant of similar authority or latitude, the Person will General Partner shall be entitled to consider only those such interests and factors as it desires, including its own interests, desires and will shall have no duty or obligation to give any consideration to any interest of or factors affecting the Series Partnership, the Operating Partnership, the Limited Partners or any other Personthe Assignees, or (ii) in its “"good faith” " or under another express standard, the Person General Partner shall act under the such express standard and will shall not be subject to any other or different standardstandards imposed by this Agreement, the partnership agreement of the Operating Partnership or any other agreement contemplated herein or therein. Each Limited Partner or Assignee hereby agrees that any standard of care or duty imposed in this Agreement, the partnership agreement of the Operating Partnership or any other agreement contemplated herein or under the Delaware RULPA or any other applicable law, rule or regulation shall be modified, waived or limited in each case as required to permit the General Partner to act under this Agreement, the partnership agreement of the Operating Partnership or any other agreement contemplated herein and to make any decision pursuant to the authority prescribed in this Section 7.10(b) so long as such action or decision does not constitute willful misconduct and is reasonably believed by the General Partner to be consistent with the overall purposes of the Partnership.

Resolution of Conflicts of Interest. (a) Unless otherwise expressly provided herein, (i) whenever a conflict of interest exists or arises between the Manager any Director or Partner or any of its Affiliates, on the one hand, and the Series Partnership, or a Member, another Director or Partner on the other hand, or (ii) whenever this Agreement or any other agreement contemplated herein or therein provides that the Manager a Director or Partner shall act in a manner that which is, or provides terms that which are, fair and reasonable to the Series Partnership, or any Memberother director or Partner, the Manager General Partners shall resolve the such conflict of interest, take interest by taking such action as they deem appropriate under the action or provide the termscircumstances, considering in each case the relative interest of each party (including its their own interestinterests) to the such conflict, agreement, transaction or situation and the benefits and burdens relating to the such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the ManagerGeneral Partners, the resolution, action or terms so made, taken or provided by the Manager will General Partners shall not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of the Manager General Partners at law or in equity or otherwise. (b) To the fullest extent permitted by law and notwithstanding any other provision of this Agreement or any agreement contemplated herein or applicable provisions of law or equity or otherwise, whenever Whenever in this Agreement a any Person is permitted or required to make a decision (i) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, the Person will shall be entitled to consider only those such interests and factors as it desires, including its own interests, and will shall have no duty or obligation to give any consideration to any other interest of of, or factors affecting affecting, the Series Partnership or any other Personthe Limited Partners, or (ii) in its “good faith” or under another express expressed standard, the Person shall act under the such express standard and will shall not be subject to any other or different standardstandards imposed by this Agreement or any other agreement contemplated herein or by relevant provisions of law or in equity or otherwise.

Resolution of Conflicts of Interest. (a) Unless otherwise expressly provided hereinin this Agreement or the Investor Partnership Agreement, (i) whenever a potential conflict of interest exists or arises between the Manager General Partner or any of its Affiliates, on the one hand, and the Series Partnership, or a Memberthe Investor Partnership, on the other hand, any resolution or (ii) whenever course of action in respect of such conflict of interest shall be permitted and deemed approved by the Limited Partner, and shall not constitute a breach of this Agreement or Agreement, of the Investor Partnership Agreement, of any other agreement contemplated herein provides that the Manager shall act in a manner that isor therein, or provides terms that areof any duty stated or implied by law or equity, if the resolution or course of action is or, by operation of this Agreement is deemed to be, fair and reasonable to the Series or Partnership. The General Partner shall be authorized in connection with its resolution of any Member, the Manager shall resolve the conflict of interest, take the action or provide the terms, considering in each case interest to consider (i) the relative interest interests of each any party (including its own interest) to the such conflict, agreement, transaction or situation and the benefits and burdens relating to the interests, such interests (ii) any customary or accepted industry practices, practices and any customary or historical dealings with a Particular Person; (iii) any applicable generally accepted accounting or engineering practices or principlesPrinciples; and (iv) such additional factors as the General Partner determines in its sole discretion to be relevant, reasonable or appropriate under the circumstances. Nothing contained in this Agreement, however, is intended to nor shall it be construed to require the General Partner to consider the interests of any Person other than the Partnership. In the absence of bad faith by the ManagerGeneral Partner, the resolution, action or terms so made, taken or provided by the Manager will General Partner with respect to such matter shall not constitute a breach of this Agreement or any other agreement contemplated herein or a breach of any standard of care or duty imposed herein or obligation of therein or under the Manager at law Delaware Act or in equity any other law, rule or otherwiseregulation. (b) To the fullest extent permitted by law and notwithstanding any other provision of Whenever this Agreement or any other agreement contemplated herein hereby provides that the General Partner or applicable provisions any of law or equity or otherwise, whenever in this Agreement a Person its Affiliates is permitted or required to make a decision (i) in its “"sole discretion” " or “"discretion” ," that it deems necessary or appropriate" or under a grant of similar authority or latitude, the Person will General Partner or such Affiliate shall be entitled to consider only those such interests and factors as it desires, including its own interests, desires and will shall have no duty or obligation to give any consideration to any interest of of, or factors affecting affecting, the Series Partnership, the Investor Partnership, the Limited Partner or any other Personholder of Units, or (ii) in its “"good faith” " or under another express standard, the Person General Partner or such Affiliate shall act under the such express standard and will shall not be subject to any other or different standard.standards imposed by this Agreement, the Investor Partnership Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation. In addition, any actions taken by the General Partner consistent with the standards of "reasonable discretion" set forth in the definition of Available Cash shall not constitute a breach of any duty of the General Partner to the Partnership or the Limited Partner. The General Partner shall have no duty, express or implied, to sell or otherwise dispose of any asset of the Partnership, other than in the ordinary course of business. No borrowing by the Partnership or the approval thereof by the General Partner shall be deemed to constitute a breach of any duty of the General Partner to the Partnership or the Limited Partner by reason of the fact that the purpose or effect of such borrowing is directly or indirectly to

Resolution of Conflicts of Interest. (a) Unless otherwise expressly provided herein, (i) whenever a conflict of interest exists or arises between the Manager Managers or any of its Affiliates, on the one hand, and the Company, any Series or a Member, on the other hand, or (ii) whenever this Agreement, a Separate Series Operating Agreement of a Series with respect to the Series or any other agreement contemplated herein or therein provides that the Manager Managers shall act in a manner that is, or provides terms that are, fair and reasonable to the Company, the Series or any MemberMember associated with the Series, the Manager Managers shall resolve the conflict of interest, take the action or provide the terms, considering in each case the relative interest of each party (including its own interest) to the conflict, agreement, transaction or situation and the benefits and burdens relating to the interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the ManagerManagers, the resolution, action or terms so made, taken or provided by the Manager Managers will not constitute a breach of this Agreement, any Separate Series Operating Agreement or any other agreement contemplated herein or of any duty or obligation of the Manager Managers at law or in equity or otherwise. (b) To the fullest extent permitted by law and notwithstanding any other provision of this Agreement, any Separate Series Operating Agreement or any agreement contemplated herein or therein or applicable provisions of law or equity or otherwise, whenever in this Agreement a Person is permitted or required to make a decision (i) in its “"sole discretion” " or “"discretion” " or under a grant of similar authority or latitude, the Person will be entitled to consider only those interests and factors as it desires, including its own interests, and will have no duty or obligation to give any consideration to any interest of or factors affecting the Company, any Series or any other Person, or (ii) in its “"good faith” " or under another express standard, the Person shall act under the express standard and will not be subject to any other or different standard.