ENTER INTO TRANSACTIONS WITH HOLDCO WHICH ARE CONSISTENT WITH AN
ARMS-LENGTH RELATIONSHIP, AND (III) SUBJECT TO THE TERMS OF THE EXCHANGE
AGREEMENT, PROMPTLY PAY, FROM ITS OWN FUNDS, AND ON A CURRENT BASIS, ITS
ALLOCABLE SHARE OF GENERAL AND ADMINISTRATIVE EXPENSES, CAPITAL EXPENDITURES,
AND COSTS FOR SHARED SERVICES PERFORMED BY HOLDCO.
EACH MATERIAL CONTRACT
BETWEEN THE PARTNERSHIP OR ANOTHER GROUP MEMBER, ON THE ONE HAND, AND HOLDCO, ON
THE OTHER HAND, SHALL BE IN WRITING.
(G)
FAILURE BY THE PARTNERSHIP TO COMPLY WITH
ANY OF THE OBLIGATIONS SET FORTH ABOVE SHALL NOT AFFECT THE STATUS OF THE
PARTNERSHIP AS A LEGAL ENTITY, WITH ITS SEPARATE ASSETS AND SEPARATE
LIABILITIES.
SECTION 7.7
OUTSIDE ACTIVITIES; CONTRACTS
WITH AFFILIATES; LOANS TO OR FROM AFFILIATES
(A)
THE GENERAL PARTNER SHALL NOT HAVE ANY
BUSINESS INTERESTS OR ENGAGE IN ANY BUSINESS ACTIVITIES EXCEPT FOR THOSE
RELATING TO THE PARTNERSHIP AND THE OPERATING PARTNERSHIPS.
(B)
ANY AFFILIATE OF THE GENERAL PARTNER AND ANY
DIRECTOR, OFFICER, MANAGER, MEMBER, PARTNER OR EMPLOYEE OF THE GENERAL PARTNER
OR ANY OF ITS AFFILIATES SHALL BE ENTITLED TO AND MAY HAVE BUSINESS INTERESTS
AND ENGAGE IN BUSINESS ACTIVITIES IN ADDITION TO THOSE RELATING TO THE
PARTNERSHIP, INCLUDING BUSINESS INTERESTS AND ACTIVITIES IN DIRECT COMPETITION
WITH THE PARTNERSHIP GROUP, FOR THEIR OWN ACCOUNT AND FOR THE ACCOUNT OF OTHERS,
WITHOUT HAVING OR INCURRING ANY OBLIGATION TO OFFER ANY INTEREST IN SUCH
BUSINESSES OR ACTIVITIES TO THE PARTNERSHIP GROUP OR ANY PARTNER.
NO MEMBER OF
THE PARTNERSHIP GROUP NOR ANY OF THE PARTNERS SHALL HAVE ANY RIGHTS BY VIRTUE OF
THIS AGREEMENT OR THE PARTNERSHIP RELATIONSHIP GOVERNED HEREBY IN ANY SUCH
BUSINESS INTERESTS.
(C)
EACH OF THE LIMITED PARTNERS HEREBY
APPROVES, RATIFIES AND CONFIRMS THE EXECUTION, DELIVERY AND PERFORMANCE OF THE
OPERATING PARTNERSHIP AGREEMENTS, THE INCENTIVE COMPENSATION AGREEMENT, THE
MANAGEMENT AGREEMENTS, AND THE EXCHANGE AGREEMENT AND AGREES THAT THE GENERAL
PARTNER IS AUTHORIZED TO EXECUTE, DELIVER AND PERFORM THE OTHER AGREEMENTS,
ACTS, TRANSACTIONS AND MATTERS DESCRIBED THEREIN ON BEHALF OF THE PARTNERSHIP
WITHOUT THE APPROVAL OR VOTE OF ANY LIMITED PARTNERS, NOTWITHSTANDING ANY OTHER
PROVISION OF THIS AGREEMENT OR THE OPERATING PARTNERSHIP AGREEMENTS.
(D)
SUBJECT TO THE PROVISIONS OF SECTION 7.4(A),
THE GENERAL PARTNER AND ITS AFFILIATES MAY ENTER INTO CONTRACTS WITH, OR RENDER
SERVICES TO, ANY MEMBER OF THE PARTNERSHIP GROUP, PROVIDED THAT SUCH CONTRACTS
OR SERVICES ARE ON TERMS THAT ARE FAIR AND REASONABLE TO THE PARTNERSHIP.
(E)
NEITHER THE GENERAL PARTNER NOR ANY OF ITS
AFFILIATES SHALL SELL, TRANSFER OR CONVEY PROPERTY TO, OR PURCHASE PROPERTY
FROM, THE PARTNERSHIP, DIRECTLY OR INDIRECTLY, EXCEPT PURSUANT TO TRANSACTIONS
THAT ARE FAIR AND REASONABLE TO THE PARTNERSHIP.
(F)
THE GENERAL PARTNER OR ITS AFFILIATES
MAY, BUT SHALL BE UNDER NO OBLIGATION TO, LEND TO ANY GROUP MEMBER, UPON THE
WRITTEN REQUEST OF ANY GROUP MEMBER TO THE GENERAL PARTNER OR
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ANY OF ITS AFFILIATES, FUNDS NEEDED OR DESIRED BY THE GROUP MEMBER FOR SUCH
PERIODS OF TIME AND IN SUCH AMOUNTS AS THE AUDIT COMMITTEE OF THE GENERAL
PARTNER MAY DETERMINE;