THAT THE CO-MINGLING OF FUNDS OF THE PARTNERSHIP, ANY REIT ENTITY OR
PROPERTY ENTITY WAS DETERMINED BY THE GENERAL PARTNER IN GOOD FAITH TO BE
COMMERCIALLY REASONABLE.
9.4
COMPENSATION OF GENERAL PARTNER.
THE
GENERAL PARTNER SHALL RECEIVE A QUARTERLY VENTURE MANAGEMENT FEE (THE "VENTURE
MANAGEMENT FEE") PAYABLE BY THE PARTNERSHIP EQUAL TO TEN (10) BASIS POINTS
MULTIPLIED BY THE AVERAGE QUARTERLY TOTAL EQUITY CAPITALIZATION OF THE
PARTNERSHIP (AS DEFINED AND DETERMINED PURSUANT TO THE FORMULA VALUE SET FORTH
IN PARAGRAPH 3 OF SCHEDULE 6.2(E)) FOR THE PRECEDING QUARTER (ON A PRO RATA
BASIS FOR ANY QUARTERLY PERIOD THAT IS NOT A FULL THREE CALENDAR MONTH PERIOD),
PAYABLE QUARTERLY IN ARREARS, AND COMMENCING WITH RESPECT TO THE FISCAL QUARTER
OF THE DATE OF THIS AGREEMENT.
EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT,
THE GENERAL PARTNER SHALL NOT BE ENTITLED TO ANY FEES OR OTHER REMUNERATIONS FOR
ITS SERVICES AS GENERAL PARTNER OF THE PARTNERSHIP.
ANY BREAK UP FEES,
MONITORING FEES, DIRECTOR FEES, TRANSACTION FEES AND OTHER SIMILAR PAYMENTS
RECEIVED BY THE GENERAL PARTNER FROM THIRD PARTIES SHALL BE PAID TO THE
PARTNERSHIP.
9.5
EXPENDITURES BY GENERAL PARTNER.
THE
PARTNERSHIP SHALL REIMBURSE THE GENERAL PARTNER FOR ALL ACTUAL THIRD PARTY OUT
OF POCKET COSTS AND REASONABLE AFFILIATE OUT OF POCKET COSTS APPROVED OR
CONTEMPLATED BY THIS AGREEMENT THAT MAY BE EXPENDED BY THE GENERAL PARTNER IN
ACCORDANCE WITH THIS AGREEMENT AND ALL REASONABLE AFFILIATE OR NON-AFFILIATE
COSTS EXPENDED BY THE GENERAL PARTNER IN RESPONSE TO AN EMERGENCY SITUATION.
9.6
LIABILITY OF PARTNERS.
THE GENERAL PARTNER
AND EACH LIMITED PARTNER (WHICH EACH OF SUCH PERSONS FOR PURPOSES OF THIS
SECTION 9.4 AND SECTION 9.7 SHALL INCLUDE ITS PARTNERS, OFFICERS, DIRECTORS,
SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, AFFILIATES AND LEGAL
REPRESENTATIVES) SHALL NOT BE LIABLE TO ANOTHER PARTNER OR THE PARTNERSHIP FOR
HONEST MISTAKES OF
JUDGMENT, OR FOR ACTION OR INACTION, TAKEN REASONABLY AND IN GOOD FAITH FOR A
PURPOSE THAT WAS REASONABLY BELIEVED TO BE IN THE BEST INTERESTS OF THE
PARTNERSHIP, OR FOR LOSSES DUE TO SUCH MISTAKES, ACTION OR INACTION, OR FOR THE
NEGLIGENCE OF ANY EMPLOYEE, PROVIDED THAT SUCH EMPLOYEE WAS SUPERVISED WITH
REASONABLE CARE, OR FOR THE NEGLIGENCE, DISHONESTY OR BAD FAITH OF ANY BROKER OR
OTHER AGENT OF THE PARTNERSHIP, PROVIDED THAT SUCH BROKER OR AGENT WAS SELECTED,
ENGAGED OR RETAINED AND SUPERVISED WITH REASONABLE CARE.
THE GENERAL PARTNER
AND EACH LIMITED PARTNER MAY CONSULT WITH COUNSEL AND ACCOUNTANTS IN RESPECT OF
PARTNERSHIP AFFAIRS AND BE FULLY PROTECTED AND JUSTIFIED IN ANY ACTION OR
INACTION THAT IS TAKEN IN ACCORDANCE WITH THE ADVICE OR OPINION OF SUCH
COUNSELOR OR ACCOUNTANTS, PROVIDED THAT THEY SHALL HAVE BEEN SELECTED WITH
REASONABLE CARE.
THE PARTNERS SHALL LOOK SOLELY TO THE ASSETS OF THE
PARTNERSHIP FOR THE RETURN OF THEIR CAPITAL AND, IF THE ASSETS OF THE
PARTNERSHIP REMAINING AFTER PAYMENT OR DISCHARGE OF THE DEBTS AND LIABILITIES OF
THE PARTNERSHIP ARE INSUFFICIENT TO RETURN SUCH CAPITAL, THEY SHALL HAVE NO
RECOURSE AGAINST THE GENERAL PARTNER OR THE LIMITED PARTNERS FOR