or any such other Person, even if such
opportunity is of a character which, if presented to the Partnership, any
Limited Partner or such other Person, could be taken by such Person.
Section 8.4.
Return of Capital
Except pursuant to the Redemption Right set forth in Section 8.6 hereof and the
Participating Election Right set forth in Section 8.7 hereof, no Limited Partner
shall be entitled to the withdrawal or return of its Capital Contribution,
except to the extent of distributions made pursuant to this Agreement or upon
dissolution and winding up of the Partnership as provided herein.
Except to the
extent provided by Section 5.1 or Exhibit C hereof or as otherwise expressly
provided in this Agreement, or any Certificate of Designations, no Limited
Partner shall have priority over any other Limited Partner, either as to the
return of Capital Contributions or as to profits, losses or distributions.
46
Section 8.5.
Rights of Limited Partners Relating to the Partnership
A.
IN ADDITION TO THE OTHER RIGHTS PROVIDED BY
THIS AGREEMENT OR BY THE ACT, AND EXCEPT AS LIMITED BY SECTION 8.5.C HEREOF,
EACH LIMITED PARTNER SHALL HAVE THE RIGHT, FOR A BUSINESS PURPOSE REASONABLY
RELATED TO SUCH LIMITED PARTNER'S INTEREST AS A LIMITED PARTNER IN THE
PARTNERSHIP, UPON WRITTEN DEMAND WITH A STATEMENT OF THE PURPOSE OF SUCH DEMAND
AND AT SUCH LIMITED PARTNER'S OWN EXPENSE (INCLUDING SUCH COPYING AND
ADMINISTRATIVE CHARGES AS THE GENERAL PARTNER MAY ESTABLISH FROM TIME TO TIME):
(1)
TO OBTAIN A COPY OF THE MOST RECENT ANNUAL
AND QUARTERLY REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BY
PARENT PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED;
(2)
TO OBTAIN A COPY OF THE PARTNERSHIP'S
FEDERAL, STATE AND LOCAL INCOME TAX RETURNS FOR EACH PARTNERSHIP YEAR;
(3)
TO OBTAIN A CURRENT LIST OF THE NAME AND
LAST KNOWN BUSINESS, RESIDENCE OR MAILING ADDRESS OF EACH PARTNER;
(4)
TO OBTAIN A COPY OF THIS AGREEMENT AND THE
CERTIFICATE OF LIMITED PARTNERSHIP AND ALL AMENDMENTS THERETO, TOGETHER WITH
EXECUTED COPIES OF ALL POWERS OF ATTORNEY PURSUANT TO WHICH THIS AGREEMENT, THE
CERTIFICATE OF LIMITED PARTNERSHIP AND ALL AMENDMENTS THERETO HAVE BEEN
EXECUTED; AND
(5)
TO OBTAIN TRUE AND FULL INFORMATION
REGARDING THE AMOUNT OF CASH AND A DESCRIPTION AND STATEMENT OF ANY OTHER
PROPERTY OR SERVICES CONTRIBUTED BY EACH PARTNER AND WHICH EACH PARTNER HAS
AGREED TO CONTRIBUTE IN THE FUTURE, AND THE DATE ON WHICH EACH BECAME A PARTNER.
B.
THE PARTNERSHIP SHALL NOTIFY EACH LIMITED
PARTNER, UPON REQUEST, OF THE THEN CURRENT CONVERSION FACTOR AND THE REIT SHARES
AMOUNT PER PARTNERSHIP UNIT AND, WITH REASONABLE DETAIL, HOW THE SAME WAS
DETERMINED.
C.
NOTWITHSTANDING ANY OTHER PROVISION OF
THIS SECTION 8.5, THE GENERAL PARTNER MAY KEEP CONFIDENTIAL FROM THE LIMITED
PARTNERS, FOR SUCH PERIOD OF TIME AS THE GENERAL PARTNER DETERMINES IN ITS SOLE
AND ABSOLUTE DISCRETION TO BE REASONABLE, ANY INFORMATION THAT (I) THE GENERAL
PARTNER REASONABLY BELIEVES TO BE IN THE NATURE OF TRADE SECRETS OR OTHER
INFORMATION, THE DISCLOSURE