Common use of Management and Operation of Business Clause in Contracts

Management and Operation of Business. Section 7.1 Management 59 Section 7.2 Replacement of Fiduciary Duties 61 Section 7.3 Certificate of Limited Partnership 61 Section 7.4 Restrictions on the General Partner’s Authority 62 Section 7.5 Reimbursement of the General Partner 62 Section 7.6 Outside Activities 63 Section 7.7 Indemnification 64 Section 7.8 Liability of Indemnitees 66 Section 7.9 Standards of Conduct and Modification of Duties 67 Section 7.10 Other Matters Concerning the General Partner and Indemnitees 68 Section 7.11 Purchase or Sale of Partnership Interests 69 Section 7.12 Registration Rights of the General Partner and its Affiliates 69 Section 7.13 Reliance by Third Parties 71 ARTICLE VIII

Management and Operation of Business. Section 7.1 Management 59 61 Section 7.2 Replacement of Fiduciary Duties 61 Duties. 63 Section 7.3 Certificate of Limited Partnership 61 64 Section 7.4 Restrictions on the General Partner’s Authority 62 64 Section 7.5 Reimbursement of the General Partner 62 64 Section 7.6 Outside Activities 63 65 Section 7.7 Indemnification 64 66 Section 7.8 Liability of Indemnitees 66 68 Section 7.9 Standards of Conduct and Modification of Duties 67 69 Section 7.10 Other Matters Concerning the General Partner and Indemnitees 68 71 Section 7.11 Purchase or Sale of Partnership Interests 69 71 Section 7.12 Registration Rights of the General Partner and its Affiliates 69 72 Section 7.13 Reliance by Third Parties 71 74 ARTICLE VIII

Management and Operation of Business. Section 7.1 Management 59 Section 7.2 Replacement of Fiduciary Duties 61 Section 7.3 Certificate of Limited Partnership 61 Section 7.4 Restrictions on the General Partner’s Authority 62 61 Section 7.5 Reimbursement of the General Partner 62 Section 7.6 Outside Activities 63 Section 7.7 Indemnification 64 63 Section 7.8 Liability of Indemnitees 66 65 Section 7.9 Standards of Conduct and Modification of Duties 67 66 Section 7.10 Other Matters Concerning the General Partner and Indemnitees 68 Section 7.11 Purchase or Sale of Partnership Interests 69 68 Section 7.12 Registration Rights of the General Partner and its Affiliates 69 68 Section 7.13 Reliance by Third Parties 71 ARTICLE VIII70

Management and Operation of Business. Section 7.1 Management 59 36 Section 7.2 Replacement of Fiduciary Duties 61 38 Section 7.3 Certificate of Limited Partnership 61 38 Section 7.4 Restrictions on the General Partner’s Authority 62 39 Section 7.5 Reimbursement of the General Partner 62 39 Section 7.6 Outside Activities 63 40 Section 7.7 Indemnification 64 41 Section 7.8 Limitation of Liability of Indemnitees 66 43 Section 7.9 Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties 67 43 Section 7.10 Other Matters Concerning the General Partner and Indemnitees 68 45 Section 7.11 Purchase or Sale of Partnership Interests 69 46 Section 7.12 Registration Rights of the General Partner and its Affiliates 69 46 Section 7.13 Reliance by Third Parties 71 ARTICLE VIII48

Management and Operation of Business. Section 7.1 Management 59 61 Section 7.2 Replacement of Fiduciary Duties 61 63 Section 7.3 Certificate of Limited Partnership 61 63 Section 7.4 Restrictions on the General Partner’s Authority 62 63 Section 7.5 Reimbursement of the General Partner 62 64 Section 7.6 Outside Activities 63 65 Section 7.7 Indemnification 64 65 Section 7.8 Liability of Indemnitees 66 67 Section 7.9 Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties 67 68 Section 7.10 Other Matters Concerning the General Partner and Indemnitees 68 70 Section 7.11 Purchase or Sale of Partnership Interests 69 70 Section 7.12 Registration Rights of the General Partner and its Affiliates 69 71 Section 7.13 Reliance by Third Parties 71 73 ARTICLE VIIIVIII BOOKS, RECORDS, ACCOUNTING AND REPORTS Section 8.1 Records and Accounting 74 Section 8.2 Fiscal Year 74 Section 8.3 Reports 74

Management and Operation of Business. Section 7.1 Management 59 60 Section 7.2 Replacement of Fiduciary Duties 61 62 Section 7.3 Certificate of Limited Partnership 61 62 Section 7.4 Restrictions on the General Partner’s Authority 62 63 Section 7.5 Reimbursement of the General Partner 62 63 Section 7.6 Outside Activities 63 64 Section 7.7 Indemnification 64 65 Section 7.8 Liability of Indemnitees 66 67 Section 7.9 Standards of Conduct and Modification of Duties 67 Section 7.10 Other Matters Concerning the General Partner and Indemnitees 68 69 Section 7.11 Purchase or Sale of Partnership Interests 69 Section 7.12 Registration Rights of the General Partner and its Affiliates 69 70 Section 7.13 Reliance by Third Parties 71 72 ARTICLE VIII

Management and Operation of Business. Section 7.1 Management 59 62 Section 7.2 Replacement of Fiduciary Duties 61 65 Section 7.3 Certificate of Limited Partnership 61 65 Section 7.4 Restrictions on the General Partner’s Authority 62 65 Section 7.5 Reimbursement of the General Partner 62 65 Section 7.6 Outside Activities 63 66 Section 7.7 Indemnification 64 67 Section 7.8 Limitation of Liability of Indemnitees 66 69 Section 7.9 Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties 67 70 Section 7.10 Other Matters Concerning the General Partner and Indemnitees 68 72 Section 7.11 Purchase or Sale of Partnership Interests 69 72 Section 7.12 Registration Rights of the General Partner and its Affiliates 69 73 Section 7.13 Reliance by Third Parties 71 75 ARTICLE VIII

Management and Operation of Business. Section 7.1 Management 59 61 Section 7.2 Replacement of Fiduciary Duties 61 63 Section 7.3 Certificate of Limited Partnership 61 63 Section 7.4 Restrictions on the General Partner’s Authority 62 64 Section 7.5 Reimbursement of the General Partner 62 64 Section 7.6 Outside Activities 63 65 Section 7.7 Indemnification 64 66 Section 7.8 Liability of Indemnitees 66 68 Section 7.9 Standards of Conduct and Modification of Duties 67 68 Section 7.10 Other Matters Concerning the General Partner and Indemnitees 68 71 Section 7.11 Purchase or Sale of Partnership Interests 69 71 Section 7.12 Registration Rights of the General Partner and its Affiliates 69 72 Section 7.13 Reliance by Third Parties 71 74 ARTICLE VIII

Management and Operation of Business. Section 7.1 Management 59 Section 7.2 Replacement of Fiduciary Duties 61 Section 7.3 Certificate of Limited Partnership 61 Section 7.4 Restrictions on the General Partner’s Authority 62 Section 7.5 Reimbursement of the General Partner 62 Section 7.6 Outside Activities 63 Section 7.7 Indemnification 64 Section 7.8 Liability of Indemnitees 66 Section 7.9 Standards of Conduct and Modification of Duties 67 Section 7.10 Other Matters Concerning the General Partner and Indemnitees 68 Section 7.11 Purchase or Sale of Partnership Interests 69 Section 7.12 Registration Rights of the General Partner and its Affiliates 69 Section 7.13 Reliance by Third Parties 71 ARTICLE VIII71

Management and Operation of Business. Section 7.1 Management 59 64 Section 7.2 Replacement of Fiduciary Duties 61 66 Section 7.3 Certificate of Limited Partnership 61 66 Section 7.4 Restrictions on the General Partner’s Authority 62 66 Section 7.5 Reimbursement of the General Partner 62 67 Section 7.6 Outside Activities 63 67 Section 7.7 Indemnification 64 68 Section 7.8 Liability of Indemnitees 66 70 Section 7.9 Standards of Conduct and Modification of Duties 67 71 Section 7.10 Other Matters Concerning the General Partner and Indemnitees 68 72 Section 7.11 Purchase or Sale of Partnership Interests 69 72 Section 7.12 Registration Rights of the General Partner and its Affiliates 69 73 Section 7.13 Reliance by Third Parties 71 75 ARTICLE VIII

Management and Operation of Business. Section 7.1 Management 59 25 Section 7.2 Replacement of Fiduciary Duties 61 27 Section 7.3 Certificate of Limited Partnership 61 27 Section 7.4 Restrictions on the General Partner’s Authority 62 27 Section 7.5 Reimbursement of the General Partner 62 28 Section 7.6 Outside Activities 63 29 Section 7.7 Indemnification 64 30 Section 7.8 Limitation of Liability of Indemnitees 66 31 Section 7.9 Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties 67 32 Section 7.10 Other Matters Concerning the General Partner and Indemnitees 68 34 Section 7.11 Purchase or Sale of Partnership Interests 69 34 Section 7.12 Registration Rights of the General Partner and its Affiliates 69 35 Section 7.13 Reliance by Third Parties 71 37 ARTICLE VIII

Management and Operation of Business. Section 7.1 Management 59 54 Section 7.2 Replacement of Fiduciary Duties 61 57 Section 7.3 Certificate of Limited Partnership 61 57 Section 7.4 Restrictions on the General Partner’s Authority 62 57 Section 7.5 Reimbursement of the General Partner 62 57 Section 7.6 Outside Activities 63 58 Section 7.7 Indemnification 64 59 Section 7.8 Liability of Indemnitees 66 61 Section 7.9 Standards of Conduct and Modification of Duties 67 62 Section 7.10 Other Matters Concerning the General Partner and Indemnitees 68 63 Section 7.11 Purchase or Sale of Partnership Interests 69 64 Section 7.12 Registration Rights of the General Partner and its Affiliates 69 64 Section 7.13 Reliance by Third Parties 71 ARTICLE VIII66

Management and Operation of Business. Section 7.1 Management 59 23 Section 7.2 Replacement of Fiduciary Duties 61 26 Section 7.3 Certificate of Limited Partnership 61 26 Section 7.4 Restrictions on the General Partner’s 's Authority 62 26 Section 7.5 Reimbursement of the General Partner 62 26 Section 7.6 Outside Activities 63 27 Section 7.7 Indemnification 64 28 Section 7.8 Limitation of Liability of Indemnitees 66 30 Section 7.9 Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties 67 31 Section 7.10 Other Matters Concerning the General Partner and Indemnitees 68 33 Section 7.11 Purchase or Sale of Partnership Interests 69 33 Section 7.12 Registration Rights of the General Partner and its Affiliates 69 33 Section 7.13 Reliance by Third Parties 71 ARTICLE VIII36

Management and Operation of Business. Section 7.1 Management 59 85 Section 7.2 Replacement of Fiduciary Duties 61 87 Section 7.3 Certificate of Limited Partnership 61 87 Section 7.4 Restrictions on the General Partner’s Authority 62 88 Section 7.5 Reimbursement of the General Partner 62 88 Section 7.6 Outside Activities 63 89 Section 7.7 Indemnification 64 90 Section 7.8 Limitation of Liability of Indemnitees 66 91 Section 7.9 Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties 67 92 Section 7.10 Other Matters Concerning the General Partner and Indemnitees 68 94 Section 7.11 Purchase or Sale of Partnership Interests 69 95 Section 7.12 Registration Rights of the General Partner and its Affiliates 69 95 Section 7.13 Reliance by Third Parties 71 97 ARTICLE VIII

Management and Operation of Business. Section 7.1 Management 59 61 Section 7.2 Replacement of Fiduciary Duties 61 63 Section 7.3 Certificate of Limited Partnership 61 63 Section 7.4 Restrictions on the General Partner’s Authority 62 63 Section 7.5 Reimbursement of the General Partner 62 64 Section 7.6 Outside Activities 63 65 Section 7.7 Indemnification 64 66 Section 7.8 Limitation of Liability of Indemnitees 66 67 Section 7.9 Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties 67 68 Section 7.10 Other Matters Concerning the General Partner and Indemnitees 68 70 Section 7.11 Purchase or Sale of Partnership Interests 69 71 Section 7.12 Registration Rights of the General Partner and its Affiliates 69 71 Section 7.13 Reliance by Third Parties 71 ARTICLE VIII73