Common use of Restrictions on Authority of the General Partner Clause in Contracts

Restrictions on Authority of the General Partner. Except as otherwise provided in this Agreement, the General Partner shall not have the authority to, and the General Partner covenants and agrees that it shall not, without the consent of all the other Partners (which consent shall not be unreasonably withheld (it being understood and agreed that the failure of the Class A Limited Partner to obtain the consent of the requisite lenders and, if applicable, the agent under the Credit Facility to any of the actions set forth below in this Section 6.03 shall be deemed to be a reasonable basis for the Class A Limited Partner to withhold any such consent)): (a) Take any action that (i) is in contravention of this Agreement or (ii) would subject any Limited Partner to liability as a general partner in any jurisdiction; (b) Engage in any business or activity on behalf of the Partnership that is inconsistent with the purposes of the Partnership described in Section 2.01; (c) Cause or permit the Partnership to voluntarily take any action with respect to the Partnership described in clause (a)(iii), (b) or (c) of the definition of "Voluntary Bankruptcy" set forth in the Appendix attached hereto; (d) Cause or permit the Partnership to acquire, by purchase or contribution, any property or assets that, at the time of the acquisition thereof, (i) does not constitute a Permitted Asset or (ii) is a Permitted Asset comprised of a financial asset that is in default; (e) Cause or consent to any amendment, modification or waiver of any rights or obligations of the Partnership, or cause or give any consent to or approval or make any election on behalf of the Partnership, under any of the Transaction Documents if any such amendment, waiver, consent approval or election, either individually or in the aggregate, could reasonably be expected to have a material adverse effect on the Partnership's rights or materially increase its obligations thereunder, including, without limitation, unless such action is immaterial and insubstantial in nature and does not adversely affect the Class A Limited Partner: (i) Cause or consent to any amendment, modification or waiver of any provision of the Terra Capital Note or any of the agreements, instruments or other documents evidencing or otherwise setting forth the terms of any Demand Loan;

Restrictions on Authority of the General Partner. Except as otherwise provided in this Agreement, without the consent of all of the Limited Partners, the General Partner shall not have the authority to, and the General Partner covenants and agrees that it shall not, without the consent of all the other Partners (which consent shall not be unreasonably withheld (it being understood and agreed that the failure of the Class A Limited Partner to obtain the consent of the requisite lenders and, if applicable, the agent under the Credit Facility to any of the actions set forth below in this Section 6.03 shall be deemed to be a reasonable basis for the Class A Limited Partner to withhold any such consent)):: (a) Take Knowingly, do any action that (i) is act in contravention of this Agreement or, when acting on behalf of the Partnership, engage in activities inconsistent with the purposes of the Partnership; (b) Do any act which would, to the General Partner’s knowledge, make it impossible to carry on the ordinary business of the Partnership; (c) Possess Partnership Property, or assign rights in specific Partnership Property, for other than a Partnership purpose; (iid) would Perform any act that would, to the General Partner’s knowledge, subject any the Limited Partner to liability as a general partner in any jurisdiction; (b) Engage in any business or activity on behalf of the Partnership that is inconsistent with the purposes of the Partnership described in Section 2.01; (ce) Cause or permit the Partnership or the Partnership Subsidiary to voluntarily take any action with respect to the Partnership or the Partnership Subsidiary described in clause clauses (a)(iii), (b) or (c) of the definition of "Voluntary Bankruptcy" set forth Bankruptcy in the Appendix attached heretoSection 1.10 hereof; (df) Cause or permit the Partnership or the Partnership Subsidiary to incur, assume or obligate itself by contact for any Debt; provided that notwithstanding the foregoing, the Partnership may incur trade credit incurred in the ordinary course of the Partnership’s business (for example, legal and accounting fees and expenses) and which trade credit is not outstanding for more than ninety (90) days; (g) Cause or permit the Partnership or the Partnership Subsidiary to create, incur, assume or permit to exist any Lien upon any Partnership Property other than Permitted Encumbrances; (h) Cause or permit the Partnership or the Partnership Subsidiary to acquire, by purchase purchase, lease or contribution, contribution any property assets other than Permitted Assets or assets that, any Permitted Asset that is in default at the time of its acquisition by the acquisition thereof, Partnership or the Partnership Subsidiary; (i) does not constitute a Permitted Asset Cause or permit the Partnership or the Partnership Subsidiary to make or acquire by contribution any Demand Loan unless (i) the borrowing evidenced by such Demand Loan has been duly authorized by all required corporate action, such action has been duly certified by the secretary or an assistant secretary of the borrower, and such certification has been delivered to the Partnership or the Partnership Subsidiary together with certificates as to incumbency and due authorization of the officers of the borrower authorized to execute and deliver such Demand Loan (which certified action may be one so taken and certification may be one so delivered before that acquisition if the certified action remains in effect at the time of, and is applicable to, that acquisition), (ii) such Demand Loan is a Permitted Asset comprised legal, valid, binding and enforceable in accordance with its terms against the borrower, (iii) the guaranty by Media with respect to such Demand Loan, if any, (A) has been duly authorized by all required corporate action, such action has been duly certified by the secretary or an assistant secretary of a financial asset Media, and such certification has been delivered to the Partnership or the Partnership Subsidiary together with certificates as to incumbency and due authorization of the officers of Media authorized to execute and deliver such guaranty (which certified action may be one so taken and certification may be one so delivered before that acquisition if the certified action remains in effect at the time of, and is applicable to, that acquisition), and (B) is legal, valid, binding and enforceable in defaultaccordance with its terms against Media and (iv) Media’s obligations thereunder or under any guaranty with respect thereto, as the case may be, rank at least pari passu with all other unsecured senior Debt of Media; (ej) Cause or permit the Partnership Subsidiary to make a loan evidenced by a Term Note to Athenian unless (i) the borrowing evidenced by such Note has, been duly authorized by all required corporate action, such action has been duly certified by the secretary or an assistant secretary of the borrower, and such certification has been delivered to the Partnership together with certificates as to incumbency and due authorization of the officers of borrower authorized to execute and deliver such Note (which certified action may be one taken and certification may be one so delivered before that loan if the certified action remains in effect at the time of, and is applicable to, that loan); and (ii) such Note is legal, valid, binding and enforceable in accordance with its terms against the borrower; (k) Cause or permit the admission of any Limited Partner to the Partnership other than pursuant to Article X hereof; (l) Cause or permit the Partnership or the Partnership Subsidiary to legally merge or consolidate with or into any corporation, limited liability company, business trust or association, real estate investment trust, common law trust, or unincorporated business (including a partnership, whether general or limited); (m) Cause the Partnership to distribute any asset other than as provided in Article IV, Section 10.08 and Article XII hereof; and (n) Cause or permit the Partnership or the Partnership Subsidiary to enter into, permit or consent to any amendment, amendment or modification or waiver of any rights or obligations of the Partnershipof, or cause supplement to, or give terminate or waive compliance with, any consent provision of, the 2004 Media Lease, any Demand Note evidencing any Demand Loan, any Term Note to Athenian or approval or make the Media Contribution Agreement in any election on behalf of the Partnership, under any of the Transaction Documents if any such amendment, waiver, consent approval or election, either individually or in the aggregate, respect which could reasonably be expected to have a material adverse effect on the Partnership's rights or materially increase its obligations thereunder, including, without limitation, unless such action is immaterial and insubstantial in nature and does not adversely affect Interest of the Class A Limited Partner: (i) Cause or consent to any amendment, modification or waiver of any provision of the Terra Capital Note or any of the agreements, instruments or other documents evidencing or otherwise setting forth the terms of any Demand Loan;.

Restrictions on Authority of the General Partner. Except as otherwise provided in this Agreement, without the consent of all of the Limited Partners, the General Partner shall not have the authority to, and the General Partner covenants and agrees that it shall not, without the consent of all the other Partners (which consent shall not be unreasonably withheld (it being understood and agreed that the failure of the Class A Limited Partner to obtain the consent of the requisite lenders and, if applicable, the agent under the Credit Facility to any of the actions set forth below in this Section 6.03 shall be deemed to be a reasonable basis for the Class A Limited Partner to withhold any such consent)):: (a) Take Knowingly, do any action that (i) is act in contravention of this Agreement or, when acting on behalf of the Partnership, engage in activities inconsistent with the purposes of the Partnership; (b) Do any act which would, to the General Partner's knowledge, make it impossible to carry on the ordinary business of the Partnership; (c) Possess Partnership Property, or assign rights in specific Partnership Property, for other than a Partnership purpose; (iid) would Perform any act that would, to the General Partner's knowledge, subject any Limited Partner to liability as a general partner in any jurisdiction; (b) Engage in any business or activity on behalf of the Partnership that is inconsistent with the purposes of the Partnership described in Section 2.01; (ce) Cause or permit the Partnership or any Partnership Subsidiary to voluntarily take any action with respect to the Partnership described in clause clauses (a)(iii), (b) or (c) of the definition of "Voluntary Bankruptcy" set forth Bankruptcy in the Appendix attached heretoSection 1.10; (df) Cause or permit the Partnership or any Partnership Subsidiary to incur, assume or obligate itself by contract for any Indebtedness or to create, incur, assume or permit to exist any Lien upon any Partnership Property other than Permitted Encumbrances, provided that, in the event that the General Partner has elected pursuant to Section 10.08(a) to cause the entire Interests of the Class A Limited Partners to be retired, the General Partner may cause the Partnership to borrow the funds necessary to make the distributions to the Class A Limited Partners required by Section 10.08(b), and provided further that, in the event that the General Partner has elected pursuant to Section 10.08(a) to cause all or any portion of the Interests of the Class A Limited Partners to be retired, the General Partner may cause the Partnership to borrow from any Partnership Subsidiary the funds necessary to make the distributions to the Class A Limited Partners required by Section 10.08(b); 35 (g) Cause or permit the Partnership or any Partnership Subsidiary to acquire, by purchase purchase, lease or contribution, contribution any property assets other than Permitted Assets or assets that, any Permitted Asset that is in default at the time of its acquisition by the acquisition thereof, Partnership; (h) Cause or permit the Partnership or any Partnership Subsidiary to make or acquire by contribution any Loan unless (i) does not constitute a Permitted Asset the borrowing evidenced by such Loan has been duly authorized by all required corporate action, such action has been duly certified by the secretary or an assistant secretary of the borrower, and such certification has been delivered to the Partnership together with certificates as to incumbency and due authorization of the officers of the borrower authorized to execute and deliver such Loan (which certified action may be one so taken and certification may be one so delivered before that acquisition if the certified action remains in effect at the time of, and is applicable to, that acquisition), (ii) such Loan is a Permitted Asset comprised legal, valid, binding and enforceable in accordance with its terms against the borrower, (iii) the guaranty by D&B with respect to such Loan, if any, (A) has been duly authorized by all required corporate action, such action has been duly certified by the secretary or an assistant secretary of a financial asset that is in default; (e) Cause or consent D&B, and such certification has been delivered to any amendment, modification or waiver of any rights or obligations the Partnership together with certificates as to incumbency and due authorization of the Partnershipofficers of D&B authorized to execute and deliver such guaranty (which certified action may be one so taken and certification may be one so delivered before that acquisition if the certified action remains in effect at the time of, and is applicable to, that acquisition), and (B) is legal, valid, binding and enforceable in accordance with its terms against D&B and (iv) D&B's obligations thereunder or cause or give any consent to or approval or make any election on behalf of the Partnership, under any guaranty with respect thereto, as the case may be, rank at least pari passu with all other unsecured senior Indebtedness of the Transaction Documents if any such amendment, waiver, consent approval or election, either individually or in the aggregate, could reasonably be expected to have a material adverse effect on the Partnership's rights or materially increase its obligations thereunder, including, without limitation, unless such action is immaterial and insubstantial in nature and does not adversely affect the Class A Limited Partner:D&B; (i) Cause or permit the admission of any Limited Partner to the Partnership other than pursuant to Article X or Section 14.03; (j) Cause or permit the Partnership or any Partnership Subsidiary to legally merge or consolidate with or into any corporation, limited liability company, business trust or association, real estate investment trust, common law trust, or unincorporated business (including a partnership, whether general or limited); (k) Cause the Partnership to distribute any asset other than as provided in Article IV, Section 10.08 and Article XII; (l) Cause or permit the Partnership or any Partnership Subsidiary to utilize the Software and Databases or grant to any Person other than DBI pursuant to the Lease Agreement the right to access the Software and Databases, in each case in order to develop, distribute or market products, other than Minor Permitted Uses (as defined in the Lease Agreement); and (m) Cause or permit the Partnership or any Partnership Subsidiary to enter into, permit or consent to any amendmentamendment or modification of, modification or waiver of supplement to, or terminate or waive compliance with any provision of of, the Terra Capital Note or any of the agreementsLease Agreement, instruments or other documents evidencing or otherwise setting forth the terms of any Demand Loan;Note evidencing any Loan or the Contribution Agreement. 36

Restrictions on Authority of the General Partner. Except as otherwise provided in this Agreement, without the consent of all of the Limited Partners, the General Partner shall not have the authority to, and the General Partner covenants and agrees that it shall not, without the consent of all the other Partners (which consent shall not be unreasonably withheld (it being understood and agreed that the failure of the Class A Limited Partner to obtain the consent of the requisite lenders and, if applicable, the agent under the Credit Facility to any of the actions set forth below in this Section 6.03 shall be deemed to be a reasonable basis for the Class A Limited Partner to withhold any such consent)):: (a) Take Knowingly, do any action that (i) is act in contravention of this Agreement or, when acting on behalf of the Partnership, engage in activities inconsistent with the purposes of the Partnership; (b) Do any act which would, to the General Partner’s knowledge, make it impossible to carry on the ordinary business of the Partnership; (c) Possess Property, or assign rights in specific Property, for other than a Partnership purpose; (iid) would Perform any act that would, to the General Partner’s knowledge, subject any Limited Partner to liability as a general partner in any jurisdiction; (b) Engage in any business or activity on behalf of the Partnership that is inconsistent with the purposes of the Partnership described in Section 2.01; (ce) Cause or permit the Partnership or the Partnership Subsidiary to voluntarily take any action with respect to the Partnership described in clause clauses (a)(iii), (b) or (c) of the definition of "Voluntary “Bankruptcy" set forth ” in the Appendix attached heretoSection 1.10 hereof; (df) Cause or permit the Partnership or the Partnership Subsidiary to incur, assume or obligate itself by contract for any Debt; provided that notwithstanding the foregoing, the Partnership may incur trade credit incurred in the ordinary course of the Partnership’s business (for example, legal and accounting fees and expenses) and which trade credit is not outstanding for more than ninety (90) days; and provided further that, in the event that the General Partner has elected pursuant to Section 10.08(a) hereof to cause all or any portion of the Interests of the Class A Limited Partners to be retired, the General Partner may cause the Partnership to borrow from the Partnership Subsidiary the funds necessary to make the distributions to the Class A Limited Partners required by Section 10.08(b) hereof; (g) Cause or permit the Partnership or the Partnership Subsidiary to create, incur, assume or permit to exist any Lien upon any Property other than Permitted Encumbrances; (h) Cause or permit the Partnership or the Partnership Subsidiary to acquire, by purchase purchase, lease or contribution, contribution any property assets other than Permitted Assets or assets that, any Permitted Asset that is in default at the time of the its acquisition thereof, (i) does not constitute a Permitted Asset or (ii) is a Permitted Asset comprised of a financial asset that is in default; (e) Cause or consent to any amendment, modification or waiver of any rights or obligations of by the Partnership, or cause or give any consent to or approval or make any election on behalf of the Partnership, under any of the Transaction Documents if any such amendment, waiver, consent approval or election, either individually or in the aggregate, could reasonably be expected to have a material adverse effect on the Partnership's rights or materially increase its obligations thereunder, including, without limitation, unless such action is immaterial and insubstantial in nature and does not adversely affect the Class A Limited Partner:; (i) Cause or permit the Partnership or the Partnership Subsidiary to make or acquire by contribution any Demand Loan unless (i) the borrowing evidenced by such Demand Loan has been duly authorized by all required corporate action, such action has been duly certified by the secretary or an assistant secretary of the borrower, and such certification has been delivered to the Partnership together with certificates as to incumbency and due authorization of the officers of the borrower authorized to execute and deliver such Demand Loan (which certified action may be one so taken and certification may be one so delivered before that acquisition if the certified action remains in effect at the time of, and is applicable to, that acquisition), (ii) such Demand Loan is legal, valid, binding and enforceable in accordance with its terms against the borrower, (iii) the guaranty by IMS Health with respect to such Demand Loan, if any, (A) has been duly authorized by all required corporate action, such action has been duly certified by the secretary or an assistant secretary of IMS Health, and such certification has been delivered to the Partnership together with certificates as to incumbency and due authorization of the officers of IMS Health authorized to execute and deliver such guaranty (which certified action may be one so taken and certification may be one so delivered before that acquisition if the certified action remains in effect at the time of, and is applicable to, that acquisition), and (B) is legal, valid, binding and enforceable in accordance with its terms against IMS Health and (iv) IMS Health’s obligations thereunder or under any guaranty with respect thereto, as the case may be, rank at least pari passu with all other unsecured senior Debt of IMS Health; (j) Cause or permit the Partnership Subsidiary to make a loan to IMS Health or any other Person approved by the Partners evidenced by the Term Note to Spartan unless (i) the borrowing evidenced by such Note has been duly authorized by all required corporate action, such action has been duly certified by the secretary or an assistant secretary of the borrower, and such certification has been delivered to the Partnership together with certificates as to incumbency and due authorization of the officers of the borrower authorized to execute and deliver such Note (which certified action may be one so taken and certification may be one so delivered before that loan if the certified action remains in effect at the time of, and is applicable to, that loan); and (ii) such Note is legal, valid, binding and enforceable in accordance with its terms against the borrower; (k) Cause or permit the admission of any Limited Partner to the Partnership other than pursuant to Article X or Section 14.03 hereof; (l) Cause or permit the Partnership or the Partnership Subsidiary to legally merge or consolidate with or into any corporation, limited liability company, business trust or association, real estate investment trust, common law trust, or unincorporated business (including a partnership, whether general or limited); (m) Cause the Partnership to distribute any asset other than as provided in Article IV, Section 10.08 and Article XII hereof; (n) Cause or permit the Partnership or the Partnership Subsidiary to utilize the CMS Intangible Assets or grant to any Person other than IMS Health pursuant to the 2003 IMS Health Lease the right to access the CMS Intangible Assets, in each case in order to develop, distribute or market products, other than Minor Permitted Uses (as defined in the 2003 IMS Health Lease); and (o) Cause or permit the Partnership or the Partnership Subsidiary to enter into, permit or consent to any amendmentamendment or modification of, modification or waiver of supplement to, or terminate or waive compliance with any provision of of, the Terra Capital Note or any of the agreements2003 IMS Health Lease, instruments or other documents evidencing or otherwise setting forth the terms of any Demand Loan;Note evidencing any Demand Loan or a Term Note to Spartan, if any.

Restrictions on Authority of the General Partner. Except as otherwise provided in this AgreementA. Without the Consent of all the Limited Partners, the General Partner shall not have the authority to, and the General Partner covenants and agrees that it shall not, without the consent of all the other Partners (which consent shall not be unreasonably withheld (it being understood and agreed that the failure on behalf of the Class A Limited Partner to obtain the consent of the requisite lenders and, if applicable, the agent under the Credit Facility to any of the actions set forth below in this Section 6.03 shall be deemed to be a reasonable basis for the Class A Limited Partner to withhold any such consent)):Partnership to: (a) Take any action that (i) is do any willful act in contravention of this Agreement or Agreement; (ii) do any willful act which would make it impossible to carry on the ordinary business of the Partnership; (iii) confess a judgment in a material amount against the Partnership; (iv) convert property of the Partnership to its own use, or assign any rights in specific property of the Partnership for other than a purpose of the Partnership; (v) admit a Person as a Limited Partner, except as provided in this Agreement; or (vi) perform any act that would subject any Limited Partner to liability as a general partner in any jurisdiction;jurisdiction or any other liability except as provided for herein or under the Act. (b) Engage in any business or activity B. Without the Consent of Limited Partners holding a majority of the Units, the General Partner shall not have the authority on behalf of the Partnership that is inconsistent with the purposes of the Partnership described in Section 2.01; (c) Cause or permit the Partnership to voluntarily take any action with respect to the Partnership described in clause (a)(iii), (b) or (c) of the definition of "Voluntary Bankruptcy" set forth in the Appendix attached hereto; (d) Cause or permit the Partnership to acquire, by purchase or contribution, any property or assets that, at the time of the acquisition thereof, (i) does not constitute a Permitted Asset or (ii) is a Permitted Asset comprised of a financial asset that is in default; (e) Cause or consent to any amendment, modification or waiver of any rights or obligations of the Partnership, or cause or give any consent to or approval or make any election on behalf of the Partnership, under any of the Transaction Documents if any such amendment, waiver, consent approval or election, either individually or in the aggregate, could reasonably be expected to have a material adverse effect on the Partnership's rights or materially increase its obligations thereunder, including, without limitation, unless such action is immaterial and insubstantial in nature and does not adversely affect the Class A Limited Partnerto: (i) Cause have the Partnership acquire interests in other hotel properties in addition to the Hotel or in other entities; (ii) sell or otherwise dispose of or consent to any amendment, modification the sale or waiver of any provision disposition of the Terra Capital Note Hotel to the General Partner or an Affiliate of the General Partner; provided, however, that if it is proposed that the Partnership sell the Hotel to the General Partner or an Affiliate of the General Partner, the following procedures shall also be followed: (a) the General Partner shall first give notice of the proposed sale to the Limited Partners who shall thereafter have 30 days within which to elect a nationally recognized appraiser having the approval of Limited Partners holding a majority of the Units, (b) the appraiser elected under clause (a) above shall have 30 days from the date of election to prepare and submit to the General Partner an appraisal of the fair market value of the Hotel, (c) the purchaser shall submit to the General Partner an appraisal of the fair market value of the Hotel, such appraisal to be submitted within the time limit provided by clause (b) above in the case of the appraisal to be submitted by the appraiser elected by the Limited Partners, and (d) the General Partner shall thereafter make formal request for the required Consent and in connection therewith shall submit to the Limited Partners the two appraisals contemplated by clauses (b) and (c) above; provided, further, however, that if the Limited Partners do not elect an appraiser as contemplated by clause (a) above or if such appraiser does not supply an appraisal within the time period required by clause (b) above, the General Partner will not request the Consent to the sale of the Hotel to the General Partner or an Affiliate of the General Partner unless such request is accompanied by three appraisals as to market value of the Hotel, one such appraisal to be prepared by an appraiser elected by the purchaser and the other two appraisals to be prepared by appraisers elected by the first such appraiser, the cost of all such appraisals to be borne by the purchaser; (iii) effect any amendment to any agreement, contract or arrangement with the General Partner or any of its Affiliates which reduces the agreementsresponsibilities or duties of the General Partner as a general partner of the Partnership or any of its Affiliates or which increases the compensation payable to the General Partner or any of its Affiliates, instruments or which adversely affects the rights of the Limited Partners; (iv) incur debt of the Partnership in excess of the limitations set forth in Section 5.01C(ii); (v) agree to the addition of transient guest rooms at the Hotel unless (a) the Hotel has had an average occupancy rate of at least 70% for a consecutive period of at least 12 months and (b) the Partnership has obtained debt financing to finance the costs of the addition on a nonrecourse basis as to all the Partners and the Partnership (including the General Partner) except as provided in Section 5.02B(ix) below; (vi) except as otherwise provided in Section 5.02B(ix), incur any debt of the Partnership which does not provide by its terms that it shall be nonrecourse as to all the Partners; (vii) make any election to continue beyond its term, discontinue or dissolve the Partnership; (viii) admit any other documents evidencing Person as a General Partner or voluntarily withdraw as a General Partner except as necessary to alleviate the negative effect of any Affected Items pursuant to Section 4.12; and (ix) guaranty, become personally liable or otherwise setting forth bear the risk of loss, or permit any Affiliate to take any such action, with respect to any portion of any Partnership debt otherwise permitted to be incurred pursuant to the terms of this Agreement unless (a) the General Partner, in accordance with its fiduciary duties as General Partner and taking into consideration the tax consequences to the Limited Partners, determines that such actions are in the best interests of the Partnership and the Limited Partners, (b) assuming operating results then projected through 2001 by the General Partner, such action (1) will not cause any Demand Loan;deficit in the Capital Account of any Limited Partner at any time to exceed the sum of such Limited Partner's obligation to make additional capital contributions and the portion at such time of Minimum Gain that would be allocated to him on sale of the Hotel and (2) in the opinion of tax counsel, will not at any time cause the recognition or allocation of income or gain to the Limited Partners not within the parameters of the forecast allocations of income, gain, loss and deduction set forth in the Financial Forecast in the Private Placement Memorandum, or (c) with respect to a guarantee or incurrence of personal liability or a risk of loss by the General Partner or its Affiliates aggregating $13.5 million or less, the General Partner agrees to apply the procedures set forth in Section 4.12 as if any benefit to the General Partner (including the delay or avoidance of the recognition of income) and any adverse tax consequences to the Limited Partners resulting from such guaranty, personal liability or bearing of risk of loss were attributable to Proposed Regulations prior to 1992; provided, however, that the General Partner's rights pursuant to this clause (c) are contingent on the General Partner's ability to fully meet its obligations to make Capital Contributions required under Section 4.12.

Restrictions on Authority of the General Partner. Except as otherwise provided in this Agreement, the The General Partner shall not have the authority to, and the General Partner covenants and agrees that it shall not, do any of the following acts without the consent of all the other Partners (which consent shall not be unreasonably withheld (it being understood and agreed that the failure of the Class A Limited Partner to obtain the unanimous consent of the requisite lenders and, if applicable, the agent under the Credit Facility to any of the actions set forth below in this Section 6.03 shall be deemed to be a reasonable basis for the Class A Limited Partner to withhold any such consent)):Partners: (a) Take any action that Cause or permit the Partnership to engage in (i) any activity that is not consistent with the purposes of the Partnership as set forth in Section 1.3 hereof or (ii) any merger or consolidation of the Partnership; (b) Knowingly do any act in contravention of this Agreement Agreement; (c) Knowingly do any act which would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (d) Confess a judgment against the Partnership in an amount in excess of Interests. (e) Possess Property, or assign rights in specific Property, for other than a Partnership purpose; (iif) Knowingly perform any act that would subject any the Limited Partner to liability as a general partner in any jurisdiction; (b) Engage in any business or activity on behalf of the Partnership that is inconsistent with the purposes of the Partnership described in Section 2.01; (cg) Cause or permit the Partnership or any Partnership Subsidiary to voluntarily take any action with respect to the Partnership or such Partnership Subsidiary described in clause clauses (a)(iii), (b) or (c) of the definition of "Voluntary Bankruptcy," set forth in that would cause a Bankruptcy of the Appendix attached heretoPartnership or any Partnership Subsidiary; (dh) Cause or permit a significant change in the Partnership to acquire, by purchase or contribution, any property or assets that, at the time nature of the acquisition thereof, (i) does not constitute a Permitted Asset Partnership's business or (ii) is a Permitted Asset comprised of a financial asset that is in default; (e) Cause or consent to make any amendment, modification or waiver of any rights or obligations of the Partnership, or cause or give any consent to or approval or make any election on behalf of the Partnership, under any of the Transaction Documents if any such amendmentconsent, waiver, consent approval or election, either individually or in the aggregate, could reasonably be expected other modification with respect to have a material adverse effect on the Partnership's rights or materially increase its obligations thereunder, including, without limitation, unless such action is immaterial and insubstantial in nature and does not adversely affect the Class A Limited Partner:Permitted Asset; (i) Cause the Partnership to admit any additional Partners or consent issue any additional Partnership Interests other than pursuant to Section 10.6 hereof or to effect any amendment, modification redemption or waiver retirement of any provision part of an Interest (other than a redemption or retirement pursuant to Section 10.8(b) hereof); (j) Cause the Partnership to prepay in whole or in part, refinance, recast, increase, modify, or extend any liabilities affecting the Property and in connection therewith execute any extensions or renewals of encumbrances on any or all of the Terra Capital Note Property; or (k) Cause the Partnership or any Partnership Subsidiary to acquire, by purchase, lease or contribution, any assets other than Permitted Assets or any Permitted Asset that is in default at the time of its acquisition by the agreements, instruments Partnership or other documents evidencing or otherwise setting forth the terms of any Demand Loan;such Partnership Subsidiary.

Restrictions on Authority of the General Partner. Except as otherwise provided Notwithstanding anything to the contrary contained in this Agreement, without the Approval of the Executive Committee, the General Partner shall not have authority to do any of the authority tofollowing (each, a “Major Decision”): (a) the acquisition, directly or indirectly, through the Investment Entities or otherwise, of any property or any material part thereof (other than any undeveloped land acquired with a purchase price of $5,000,000 or less (a “Strategic Land Investment”); (b) the disposition of any equity interests in an Investment Entity (or the granting of consent on behalf of the Partnership to any disposition of any material assets of an Investment Entity, to the extent required by the applicable Operating Agreement) other than a Strategic Land Investment to the extent the development thereof is not Approved by the Executive Committee; (c) establishment of an annual budget for the Partnership (the “Approved Partnership Budget”); provided, that each Approved Partnership Budget shall be deemed to be modified and updated, in respect of the General Partner covenants current calendar year only, to reflect all items of revenue and agrees expense allocable to the current calendar year only that it shall notare set out in the applicable Investment Memorandum (or its Supporting Materials) for each Investment Approved by the Executive Committee following the adoption (or, without in respect of any Investment Memorandum Approved after the consent preparation of all but before the other Partners (which consent shall not be unreasonably withheld approval of a draft annual budget, the preparation) of such Approved Partnership Budget (it being understood and agreed that the failure Annual Partnership Budget shall not be modified or updated for any items of revenue and expense in respect of any subsequent calendar year other than to “annualize” any partial year items of revenues and expenses (save and except in respect of non-recurring line items) contained in the Class A Limited Partner to obtain the consent of the requisite lenders and, if applicable, the agent under the Credit Facility to any of the actions set forth below in this Section 6.03 shall be deemed to be a reasonable basis for the Class A Limited Partner to withhold any such consentapplicable Investment Memorandum)):; (ad) Take any action other than in respect of emergency situations threatening imminent and material damage or loss to an Investment or to prevent imminent danger to the safety, health and welfare of occupants or invitees thereof, changes to or deviations from the annual Approved Partnership Budget (x) resulting in a variance that exceeds (i) is with respect to operating expenditures incurred by any Investment Entity in contravention any calendar year (which, for the avoidance of this Agreement doubt, shall exclude capital expenditures), ten percent (10%) of the aggregate amount of all operating expenses of such Investment Entity that are included in the Approved Partnership Budget (excluding capital expenditures); or (ii) would subject with respect to capital expenditures incurred by any Limited Partner to liability as a general partner Investment Entity in any jurisdictioncalendar year (which, for the avoidance of doubt, shall exclude operating expenditures), twenty percent (20%) of the aggregate amount of all capital expenditures of such Investment Entity that are included in the Approved Partnership Budget (excluding operating expenditures) or (y) for development expenditures which, at the time of incurrence, the General Partner reasonably believes will not exceed the net aggregate amount (after taking into account savings and contingencies) set forth in the Approved Partnership Budget with respect to the applicable Development Investment or Value-Add Investment; (be) Engage any amendment, modification or restatement to the organizational documents of the Partnership or to the applicable Operating Agreement (except to the extent required by non-waivable provisions of applicable law or regulations) or changing the jurisdiction of formation of the Partnership or any Investment Entity; (f) except to the extent contemplated by an Approved Partnership Budget, the execution, modification, amendment or termination of, or any material written waiver of the Partnership’s rights (or the granting of consent by the Partnership to any such action by an Investment Entity to the extent required by the applicable Operating Agreement) with respect to any agreement (including any outsourcing arrangements) for more than Two Hundred Fifty Thousand Dollars ($250,000) annually; (g) any merger or consolidation of the Partnership (or the granting of consent by the Partnership to any such action by an Investment Entity to the extent required by the applicable Operating Agreement); (h) any liquidation, winding up or dissolution, or the initiation of any action relating to bankruptcy or recapitalization, of the Partnership (or the granting of consent by the Partnership to any such action by an Investment Entity to the extent required by the applicable Operating Agreement); (i) except in the context of an otherwise Approved Investment, the creation of any Person that is not a wholly owned subsidiary (either direct or indirect) of the Partnership; (j) the admission of any partner to the Partnership after the date hereof, or any Transfer of any of the Partners’ respective Interests in the Partnership, other than as permitted pursuant to Article 8; (k) the granting of consent by the Partnership (to the extent required by the applicable Operating Agreement) to (i) the creation of any new class of equity security of any of Investment Entities, (ii) the issuance, sale, repurchase or redemption of any equity securities of any of the Investment Entities or securities exchangeable or exercisable for, or convertible into, any such equity securities, or (iii) the amendment of the rights or privileges provided to any class of equity holders in any business of the Investment Entities; (l) except to the extent contemplated by an Approved Partnership Budget, the settling of any lease dispute, litigation, arbitration or activity administrative proceeding by or on behalf of the Partnership (or the granting of consent by the Partnership to any such action by an Investment Entity to the extent required by the applicable Operating Agreement), other than any settlement in the ordinary course of business where the amount at issue is less than Two Hundred Fifty Thousand Dollars ($250,000); (m) appointing auditors for the Partnership (provided, that is inconsistent the use of a “Big 4” auditor which regularly audits the books of IPT shall not constitute a Major Decision); (n) any modification of the Partnership’s accounting practices; provided, however, that so long as the Partnership provides to the BCIMC Limited Partner audited financial statements in such format requested by the BCIMC Limited Partner, the use of accounting practices generally consistent with the standards used by IPT for its own purposes shall not constitute a Major Decision; (o) except to the extent contemplated by an Approved Partnership Budget, the creation, assumption, amendment, guarantee, refinancing or prepayment of any secured or recourse Indebtedness of the Partnership described (or any Investment Entity) or the granting of an encumbrance over the Partnership (or any Investment Entity) or its assets; provided, however, that the incurrence of trade payables or operating leases in Section 2.01the ordinary course of business shall not be a Major Decision if consistent with an annual Approved Partnership Budget (or the granting of consent by the Partnership to any such action by an Investment Entity to the extent required by the applicable Operating Agreement); (cp) Cause or permit the Partnership to voluntarily take any action with respect granting of consent by the Partnership, to the Partnership described extent required by the applicable Operating Agreement, to any commercial lease transaction for a term in clause excess of twelve (a)(iii12) months (or which may be renewed or extended for an aggregate term in excess of twelve (12) months) which would cause a deviation of more than ten percent (10%) (using an unlevered discount rate of seven percent (7%), (b) or (c) from the estimated net present value of the definition of "Voluntary Bankruptcy" such commercial lease transaction as set forth in the Appendix attached heretoApproved Partnership Budget; (dq) Cause other than as a result of the consummation of the transactions contemplated by the Purchase Agreement, any material changes to the tax or permit legal structure of the Partnership (or the granting of consent by the Partnership to acquire, any such action by purchase or contribution, any property or assets that, at an Investment Entity to the time of extent required by the acquisition thereof, (i) does not constitute a Permitted Asset or (ii) is a Permitted Asset comprised of a financial asset that is in defaultapplicable Operating Agreement); (er) Cause or consent to any amendmentchange, modification or waiver amendment to the provisions of this Agreement; (s) an initial public offering or listing of Interests in the Partnership; (t) any transaction with the General Partner or any of its Affiliates; provided, that the GP Fees set forth in Exhibit D are deemed to be Approved, and in connection with any breach or default by the General Partner or its Affiliates in respect of any rights or obligations of the Partnershipsuch transaction, or cause or give any consent to or approval or make any election all decisions and actions taken on behalf of the Partnership, under Partnership or such Investment Entity shall be determined exclusively by the BCIMC Representative; and (u) any decision requiring the Approval of the Transaction Documents if any such amendment, waiver, consent approval or election, either individually or in the aggregate, could reasonably be expected Executive Committee pursuant to have a material adverse effect on the Partnership's rights or materially increase its obligations thereunder, including, without limitation, unless such action is immaterial and insubstantial in nature and does not adversely affect the Class A Limited Partner: (i) Cause or consent to any amendment, modification or waiver of any provision of the Terra Capital Note or any of the agreements, instruments or other documents evidencing or otherwise setting forth the terms of any Demand Loan;this Agreement.

Restrictions on Authority of the General Partner. Except as otherwise provided in this AgreementA. Without the Consent of all the Limited Partners, the General Partner shall not have the authority to, and the General Partner covenants and agrees that it shall not, without the consent of all the other Partners (which consent shall not be unreasonably withheld (it being understood and agreed that the failure on behalf of the Class A Limited Partner to obtain the consent of the requisite lenders and, if applicable, the agent under the Credit Facility to any of the actions set forth below in this Section 6.03 shall be deemed to be a reasonable basis for the Class A Limited Partner to withhold any such consent)):Partnership to: (a) Take any action that (i) is do any willful act in contravention of this Agreement or Agreement; (ii) do any willful act which would make it impossible to carry on the ordinary business of the Partnership; (iii) confess a judgment in a material amount against the Partnership; (iv) convert property of the Partnership to its own use, or assign any rights in specific property of the Partnership for other than a purpose of the Partnership; (v) admit a Person as a Limited Partner, except as provided in this Agreement; or (vi) perform any act that would subject any Limited Partner to liability as a general partner in any jurisdiction;jurisdiction or any other liability except as provided for herein or under the Act. (b) Engage in any business or activity B. Without the Consent of Limited Partners holding a majority of the Units, the General Partner shall not have the authority on behalf of the Partnership that is inconsistent with the purposes of the Partnership described in Section 2.01; (c) Cause or permit the Partnership to voluntarily take any action with respect to the Partnership described in clause (a)(iii), (b) or (c) of the definition of "Voluntary Bankruptcy" set forth in the Appendix attached hereto; (d) Cause or permit the Partnership to acquire, by purchase or contribution, any property or assets that, at the time of the acquisition thereof, (i) does not constitute a Permitted Asset or (ii) is a Permitted Asset comprised of a financial asset that is in default; (e) Cause or consent to any amendment, modification or waiver of any rights or obligations of the Partnership, or cause or give any consent to or approval or make any election on behalf of the Partnership, under any of the Transaction Documents if any such amendment, waiver, consent approval or election, either individually or in the aggregate, could reasonably be expected to have a material adverse effect on the Partnership's rights or materially increase its obligations thereunder, including, without limitation, unless such action is immaterial and insubstantial in nature and does not adversely affect the Class A Limited Partnerto: (i) Cause have the Partnership acquire interests in other hotel properties in addition to the Hotel or in other entities; (ii) sell or otherwise dispose of or consent to any amendment, modification the sale or waiver of any provision disposition of the Terra Capital Note Hotel to the General Partner or an Affiliate of the General Partner; provided, however, that if it is proposed that the Partnership sell the Hotel to the General Partner or an Affiliate of the General Partner, the following procedures shall also be followed: (a) the General Partner shall first give notice of the proposed sale to the Limited Partners who shall thereafter have 30 days within which to elect a nationally recognized appraiser having the approval of Limited Partners holding a majority of the Units, (b)the appraiser elected under clause (a) above shall have 30 days from the date of election to prepare and submit to the General Partner an appraisal of the fair market value of the Hotel, (c) the purchaser shall submit to the General Partner an appraisal of the fair market value of the Hotel, such appraisal to be submitted within the time limit provided by clause (b) above in the case of the appraisal to be submitted by the appraiser elected by the Limited Partners, and (d) the General Partner shall thereafter make formal request for the required Consent and in connection therewith shall submit to the Limited Partners the two appraisals contemplated by clauses (b) and (c) above; provided, further, however, that if the Limited Partners do not elect an appraiser as contemplated by clause (a) above or if such appraiser does not supply an appraisal within the time period required by clause (b) above, the General Partner will not request the Consent to the sale of the Hotel to the General Partner or an Affiliate of the General Partner unless such request is accompanied by three appraisals as to market value of the Hotel, one such appraisal to be prepared by an appraiser elected by the purchaser and the other two appraisals to be prepared by appraisers elected by the first such appraiser, the cost of all such appraisals to be borne by the purchaser; (iii) effect any amendment to any agreement, contract or arrangement with the General Partner or any of its Affiliates which reduces the agreementsresponsibilities or duties of the General Partner as a general partner of the Partnership or any of its Affiliates or which increases the compensation payable to the General Partner or any of its Affiliates, instruments or which adversely affects the rights of the Limited Partners; (iv) incur debt of the Partnership in excess of the limitations set forth in Section 5.01C(ii); (v) agree to the addition of transient guest rooms at the Hotel unless (a) the Hotel has had an average occupancy rate of at least 68% for a period consisting of at least 12 consecutive months and (b) the Partnership has obtained debt financing to finance the costs of the addition on a nonrecourse basis as to all the Partners and the Partnership (including the General Partner) except as provided in Section 5.02B(ix) below; (vi) except as otherwise provided in Section 5.02B(ix), incur any debt of the Partnership which does not provide by its terms that it shall be nonrecourse as to all the Partners; (vii) make any election to continue beyond its term, discontinue or dissolve the Partnership; (viii) admit any other documents evidencing Person as a General Partner or voluntarily withdraw as a General Partner except as necessary to alleviate the negative effect of any Affected Items pursuant to Section 4.12; and (ix) guaranty, become personally liable or otherwise setting forth bear the risk of loss, or permit any Affiliate to take any such action, with respect to any portion of any Partnership debt otherwise permitted to be incurred pursuant to the terms of this Agreement unless (a) the General Partner, in accordance with its fiduciary duties as General Partner and taking into consideration the tax consequences to the Limited Partners, determines that such actions are in the best interests of the Partnership and the Limited Partners, (b) assuming operating results then projected through 2001 by the General Partner, such action (1) will not cause any Demand Loan;deficit in the Capital Account of any Limited Partner at any time to exceed the sum of such Limited Partner's obligation to make additional capital contributions and the portion at such time of Minimum Gain that would be allocated to him on sale of the Hotel and (2) in the opinion of tax counsel, will not at any time cause the recognition or allocation of income or gain to the Limited Partners not within the parameters of the forecast allocations of income, gain, loss and deduction set forth in the Financial Forecast in the Private Placement Memorandum, or (c) with respect to a guarantee or incurrence of personal liability or a risk of loss by the General Partner or its Affiliates aggregating $71,875,000 million or less, the General Partner agrees to apply the procedures set forth in Section 4.12 as if any benefit to the General Partner (including the delay or avoidance of the recognition of income) and any adverse tax consequences to the Limited Partners resulting from such guaranty, personal liability or bearing of risk of loss were attributable to Proposed Regulations prior to 1992; provided, however, that the General Partner's rights pursuant to this clause (c) are contingent on the General Partner's ability to fully meet its obligations to make Capital Contributions required under Section 4.12.