Common use of Outside Activities of Limited Partners Clause in Contracts

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6.E hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent or any Affiliate thereof (including, without limitation, any employment agreement), any Limited Partner (other than the Parent Limited Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or shareholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent or any Affiliate thereof, to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner, the Parent or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6.E hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereof (including, without limitation, any employment agreement)a Subsidiary, any Limited Partner (other than the Parent Limited General Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member Affiliate or shareholder of any Limited Partner (other than the General Partner) 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none None of the Limited Partners (other than the General Partner) nor any other Person shall have any rights by virtue of this Agreement or the partnership Partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, Partner to the extent expressly provided herein), ) and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent or any Affiliate thereof, Agreement to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent Partner or any such other Person, even if such opportunity is of a character thatwhich, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to Section 7.5 hereof, and subject to any agreements entered into pursuant to Section 7.6.E 7.6.C hereof and to any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereof (including, without limitation, any employment agreement)a Subsidiary, any Limited Partner (other than the Parent Limited General Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member Affiliate or shareholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none None of the Limited Partners (other than the General Partner) nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, Partner to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent or any Affiliate thereof, Agreement to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent Partner or any such other Person, even if such opportunity is of a character thatwhich, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6.E 7.6.D hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereof a Subsidiary (including, without limitation, any employment agreement), any Limited Partner (other than the Parent Limited Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member Affiliate or shareholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E 7.6.D hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereofa Subsidiary, to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent Partner or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to Section 7.5 hereof, and subject to any agreements entered into pursuant to Section 7.6.E 7.6.B hereof and to any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereof (including, without limitation, any employment agreement)a Subsidiary, any Limited Partner (other than the Parent Limited General Partner) and any Assignee, officer, director, manager, employee, agent, trustee, Affiliate, member or shareholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner Partner, officer, director, manager, employee, agent, trustee, Affiliate, member, shareholder or AssigneeAssignee of any Limited Partner. Subject to such agreements, none None of the Limited Partners nor (other than the General Partner) or any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, Partner to the extent expressly provided herein), and such no Person (other than the General Partner) shall have no any obligation pursuant to this Agreement, subject to Section 7.6.E hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent or any Affiliate thereof, Agreement to offer any interest in any such business ventures venture to the Partnership, any Limited Partner, the Parent Partner or any such other Person, even if such opportunity is of a character thatwhich, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to Section 7.5, and subject to any agreements entered into pursuant to Section 7.6.E hereof 7.6.B and to any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent or any Affiliate thereof (including, without limitation, any employment agreement)a Subsidiary, any Limited Partner (other than the Parent Limited PartnerParent) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member Affiliate or shareholder stockholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none None of the Limited Partners nor (other than the Parent) or any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, Partner or the Parent to the extent expressly provided herein), and such no Person (other than the General Partner and the Parent) shall have no any obligation pursuant to this Agreement, subject to Section 7.6.E hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent or any Affiliate thereof, Agreement to offer any interest in any such business ventures venture to the Partnership, any Limited Partner, the Parent Partner or any such other Person, even if such opportunity is of a character thatwhich, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6.E 7.6D hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereof a Subsidiary (including, without limitation, any employment agreement), any Limited Partner (other than the Parent Limited Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member Affiliate or shareholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E 7.6D hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereofa Subsidiary, to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent Partner or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6.E 7.5 hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereof (including, without limitation, any employment agreement)of its Subsidiaries including the Acquisition Agreement, any Limited Partner (other than the Parent Limited PartnerCompany) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member Affiliate or shareholder of any Limited Partner (other than the Company) 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or AssigneeAssignee which are permitted within the scope of this Section 8.3. Subject to such agreements, none None of the Limited Partners (other than the Company) nor any other Person shall have any rights by virtue of this Agreement or the partnership Partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent or any Affiliate thereof, Agreement to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent Partner or any such other Person, even if such opportunity is of a character thatwhich, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6.E hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereof (including, without limitation, any employment agreement)a Subsidiary, any Limited Partner (other than the Parent Limited PartnerGeneral Partner and the Gables Trust) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member Affiliate or shareholder of any Limited Partner (other than the General Partner and the Gables Trust) 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none None of the Limited Partners (other than the General Partner and the Gables Trust) nor any other Person shall have any rights by virtue of this Agreement or the partnership Partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, Partner to the extent expressly provided herein), ) and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent or any Affiliate thereof, Agreement to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent Partner or any such other Person, even if such opportunity is of a character thatwhich, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6.E 7.5.5 hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereof a Subsidiary (including, without limitation, including any employment agreement), any Limited Partner (other than the Parent Limited Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or shareholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E 7.5.5 hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereofa Subsidiary, to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent Partner or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6.E 7.6 hereof and any other agreements entered into by a Limited Partner or any of its Affiliates with the Managing General Partner, the Partnership, the Parent Partnership or any Affiliate thereof a Subsidiary (including, without limitation, any employment agreement), any Limited Partner (other than the Parent Special Limited Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or shareholder stockholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the Managing General Partner or the Special Limited Partner, to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E 7.6 hereof and any other agreements entered into by a Limited Partner or its Affiliates with the Managing General Partner, the Partnership, the Parent Partnership or any Affiliate thereofa Subsidiary, to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6.E hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereof a Subsidiary (including, without limitation, any employment agreement), any Limited Partner (other than the Parent Limited Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or shareholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereofa Subsidiary, to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent Partner or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6.E hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereof (including, without limitation, any employment agreement), any Limited Partner (other than the Parent Limited PartnerGeneral Partner ) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or shareholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent or any Affiliate thereof, to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent General Partner or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner, the Parent General Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6.E hereof and (i) any other agreements entered into by a Limited Partner or any of its Affiliates with the General Partner, including the PartnershipRestrictive Covenants Agreements between PM Contributor, Advisor Contributor, PM Holdings, Advisor Holdings and the Parent General Partner dated as of the date hereof, and (ii) any fiduciary duty owed by a Limited Partner or any Affiliate thereof (including, without limitation, any employment agreement), any Limited Partner (other than the Parent Limited Partner) and any Assignee, officer, director, employee, agent, representative, trustee, Affiliate, manager, member or shareholder stockholder of any such Limited Partner or assignee, to the General Partner by virtue of such Person’s position as a director of the General Partner, any Limited Partner, any assignee of such Limited Partner admitted pursuant to Section 9.3, or any officer, director, employee, agent, representative, trustee, Affiliate, manager, member or stockholder of any such Limited Partner or assignee, as applicable, shall be entitled to and may have business interests and engage in business activities in addition to those relating to the PartnershipGeneral Partner, including business interests and activities that are in direct or indirect competition with the Partnership General Partner or that are enhanced by the activities of the PartnershipGeneral Partner. Neither the Partnership General Partner nor any Limited Partner shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assigneeassignee admitted pursuant to Section 9.3. Subject to such agreements, none of the General Partner, Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partner or any Affiliate thereof, its Affiliates to offer any interest in any such business ventures to the PartnershipGeneral Partner, any other Limited Partner, the Parent or any such other Person, even if such opportunity is of a character that, if presented to the PartnershipGeneral Partner, any other Limited Partner, the Parent Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6.E 7.6(e) hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any of its Subsidiaries or any Affiliate thereof (including, without limitation, any employment agreement)thereof, any Limited Partner (other than the Parent Limited Partner) and any Assignee, officer, trustee, director, member, employee, agent, trustee, Affiliate, member Affiliate or shareholder stockholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none None of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership Partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, to the extent expressly provided herein), ) and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E hereof and the provisions of any other written agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereofa Subsidiary, to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent General Partner or any such other Person, even if such opportunity is of a character thatwhich, if presented to the Partnership, any Limited Partner, the Parent General Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to Section 7.5 hereof, and subject to any agreements entered into pursuant to Section 7.6.E 7.6.C hereof and to any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereof (including, without limitation, any employment agreement)a Subsidiary, any Limited Partner (other than the Parent Limited General Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member Affiliate or shareholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none None of the Limited Partners nor (other than the General Partner) or any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, Partner to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent or any Affiliate thereof, Agreement to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent Partner or any such other Person, even if such opportunity is of a character thatwhich, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6.E 7.6(e) hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereof a Subsidiary (including, without limitation, any employment agreement), any Limited Partner (other than the Parent Limited Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or shareholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E 7.6(e) hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereofa Subsidiary, to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent Partner or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to Section 7.5 hereof, and subject to any agreements entered into pursuant to Section 7.6.E 7.6.B hereof and to any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereof (including, without limitation, any employment agreement)a Subsidiary, any Limited Partner (other than the Parent Limited General Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member Affiliate or shareholder stockholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none None of the Limited Partners nor (other than the General Partner) or any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, Partner to the extent expressly provided herein), and such no Person (other than the General Partner) shall have no any obligation pursuant to this Agreement, subject to Section 7.6.E hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent or any Affiliate thereof, Agreement to offer any interest in any such business ventures venture to the Partnership, any Limited Partner, the Parent Partner or any such other Person, even if such opportunity is of a character thatwhich, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6.E 7.6(e) hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereof a Subsidiary (including, without limitation, any employment agreement), any Limited Partner (other than the Parent Limited Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or shareholder stockholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E 7.6(e) hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereofa Subsidiary, to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent Partner or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6.E 7.06(e) hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent or any Affiliate thereof (including, without limitation, any employment agreement), any Limited Partner (other than the Parent Limited Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, partner, member or shareholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E 7.06(e) hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent or any Affiliate thereof, to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner, the Parent or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6.E hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereof a Subsidiary (including, without limitation, any employment agreement), any Limited Partner (other than the Parent Limited Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or shareholder stockholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereofa Subsidiary, to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent Partner or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6.E 6.7 hereof and any other agreements entered into by a Limited Partner or any of its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereof a Subsidiary (including, without limitation, any employment agreement), any Limited Partner (other than the Parent Initial Limited Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or shareholder stockholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner and the Initial Limited Partner, to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E 6.7 hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereofa Subsidiary, to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6.E 7.6 hereof and any other agreements entered into by a Limited Partner or any of its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereof a Subsidiary (including, without limitation, any employment agreement), any Limited Partner (other than the Parent Limited Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or shareholder stockholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner or the Special Limited Partner, to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E 7.6 hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereofa Subsidiary, to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6.E 7.6 hereof and any other agreements entered into by a Limited Partner or any of its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereof a Subsidiary (including, without limitation, any employment agreement), any Limited Partner (other than the Parent Limited PartnerVICI REIT) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or shareholder stockholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, to the extent expressly provided hereinPartner and VICI REIT), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E 7.6 hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereofa Subsidiary, to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to Section 7.5, and subject to any agreements entered into pursuant to Section 7.6.E hereof 7.6.B and to any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent General Partner or any Affiliate thereof (including, without limitation, any employment agreement)a Subsidiary, any Limited Partner (other than the Parent Limited General Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member Affiliate or shareholder stockholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none None of the Limited Partners nor (other than the General Partner) or any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, Partner to the extent expressly provided herein), and such no Person (other than the General Partner) shall have no any obligation pursuant to this Agreement, subject to Section 7.6.E hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent or any Affiliate thereof, Agreement to offer any interest in any such business ventures venture to the Partnership, any Limited Partner, the Parent Partner or any such other Person, even if such opportunity is of a character thatwhich, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to Section 7.5 hereof, and subject to any agreements entered into pursuant to Section 7.6.E 7.6.C hereof and to any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereof (including, without limitation, any employment agreement)a Subsidiary, any Limited Partner (other than the Parent Limited General Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member Affiliate or shareholder stockholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none None of the Limited Partners (other than the General Partner) nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, Partner to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent or any Affiliate thereof, Agreement to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent Partner or any such other Person, even if such opportunity is of a character thatwhich, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to Section 7.5 hereof, and subject to any agreements entered into pursuant to Section 7.6.E 7.6.C hereof and to any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereof (including, without limitation, any employment agreement)a Subsidiary, any Limited Partner (other than the Parent Limited a General Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member Affiliate or shareholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none None of the Limited Partners (other than the General Partners) nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the Managing General Partner, Partner to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent or any Affiliate thereof, Agreement to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent Partner or any such other Person, even if such opportunity is of a character thatwhich, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6.E 7.06(e) hereof and any other agreements (including, without limitation, any employment agreement) entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent or any Affiliate thereof (including, without limitation, any employment agreement)thereof, any Limited Partner (other than the Parent Limited Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, partner, member or shareholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E 7.06(e) hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent or any Affiliate thereof, to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner, the Parent or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6.E 7.6.D hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereof (including, without limitation, any employment agreement)a Subsidiary, any Limited Partner (other than the Parent Limited Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member Affiliate or shareholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, Partner to the extent expressly provided herein), ) and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E 7.6.D hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereofa Subsidiary, to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent Partner or any such other Person, even if such opportunity is of a character thatwhich, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to Section 7.5 hereof, and subject to any agreements entered into pursuant to Section 7.6.E 7.6.B hereof and to any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereof (including, without limitation, any employment agreement)a Subsidiary, any Limited Partner (other than the Parent Limited General Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member Affiliate or shareholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none None of the Limited Partners nor (other than the General Partner) or any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, Partner to the extent expressly provided herein), and such no Person (other than the General Partner) shall have no any obligation pursuant to this Agreement, subject to Section 7.6.E hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent or any Affiliate thereof, Agreement to offer any interest in any such business ventures venture to the Partnership, any Limited Partner, the Parent Partner or any such other Person, even if such opportunity is of a character thatwhich, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6.E 7.6E hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereof a Subsidiary (including, without limitation, any employment agreement), any Limited Partner (other than the Parent Limited Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or shareholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E 7.6E hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereofa Subsidiary, to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent Partner or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6.E 6.7 hereof and any other agreements entered into by a Limited Partner or any of its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereof a Subsidiary (including, without limitation, any employment agreement), any Limited Partner (other than the Parent REIT Limited Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or shareholder stockholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, to the extent expressly provided herein)Person, and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E 6.7 hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereofa Subsidiary, to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6.E 7.6(e) hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, including the PartnershipExclusivity Agreement, the Parent Partnership or any Affiliate thereof (including, without limitation, any employment agreement), any Limited Partner (other than the Parent Limited Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or shareholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E 7.6(e) hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereof, to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent Partner or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6.E 7.6.D hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereof (including, without limitation, any employment agreement)a Subsidiary, any Limited Partner (other than the Parent Limited Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member Affiliate or shareholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, Partner to the extent expressly provided herein), ) and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E 7.6.D hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereofa Subsidiary, to offer any interest in any such 58 64 business ventures to the Partnership, any Limited Partner, the Parent Partner or any such other Person, even if such opportunity is of a character thatwhich, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6.E 7.6 hereof and any other agreements entered into by a Limited Partner or any of its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereof a Subsidiary (including, without limitation, any employment agreement), any Limited Partner (other than the Parent Limited Partner) and any Assignee, officer, director, employee, agent, representative, trustee, Affiliate, manager, member or shareholder stockholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner or the Special Limited Partner, to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E 7.6 hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereofa Subsidiary, to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6.E hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent or any Affiliate thereof (including, without limitation, any employment agreement), any Limited Any Partner (other than the Parent Limited PartnerGeneral and/or Limited) and any Assignee, Affiliate of any Partner (including any officer, director, employee, agent, trustee, Affiliate, member or shareholder representative of any Limited Partner Partner) 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner Partners shall have any rights rights, claims, or interests by virtue of this Agreement in any business ventures or investments of any General Partner, Limited Partner Partner, Assignee or Assignee. Subject to such agreements, none any Affiliate of any of the Limited foregoing. None of the Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than Partner and, except as forth in the General PartnerContribution Agreement, to the extent expressly provided herein), and such Person no Partner shall have no any obligation pursuant to this Agreement, subject to Section 7.6.E hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent or any Affiliate thereof, Agreement to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent Partnership or any such other Person, Partner even if such opportunity is of a character thatwhich, if presented to the Partnership, Partnership or any Limited Partner, the Parent or such other Person, Partner could be taken by such Person. Except as forth in the Contribution Agreement or the Pipeline Agreement, none of the Partners, General or Limited, or any of their Affiliates, have any duty, obligation, or liability to present to the Partnership any business or investment opportunity which may arise in the course of activity for or on behalf of the Partnership, or otherwise, for investment by the Partnership or any of the Partners (even if within the line and scope of the business and affairs of the Partnership), and any Partner, General or Limited, and any Affiliate may pursue such opportunity for its own benefit and account, without any participation, right, or claim therein by the Partnership or any other Partner, and without notification or disclosure to the Partnership or any other Partner.

Outside Activities of Limited Partners. Subject to Section 7.5 hereof, and subject to any agreements entered into pursuant to Section 7.6.E 7.6.B hereof and to any other agreements entered into by a Limited Partner or its Affiliates with the General Partner Entity, the General Partner, the Partnership, the Parent Partnership or any Affiliate thereof (including, without limitation, any employment agreement)a Subsidiary, any Limited Partner (other than the Parent Limited General Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member Affiliate or shareholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none None of the Limited Partners nor (other than the General Partner) or any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, Partner to the extent expressly provided herein), and such no Person (other than the General Partner) shall have no any obligation pursuant to this Agreement, subject to Section 7.6.E hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent or any Affiliate thereof, Agreement to offer any interest in any such business ventures venture to the Partnership, any Limited Partner, the Parent Partner or any such other Person, even if such opportunity is of a character thatwhich, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to Section 7.5 hereof, and subject to any agreements entered into pursuant to Section 7.6.E 7.6B hereof and to any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent or any Affiliate thereof (including, without limitation, any employment agreement)a Subsidiary, any Limited Partner (other than the Parent Limited PartnerParent) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member Affiliate or shareholder stockholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none None of the Limited Partners nor (other than the Parent) or any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, Partner or the Parent to the extent expressly provided herein), and such no Person (other than the General Partner and the Parent) shall have no any obligation pursuant to this Agreement, subject to Section 7.6.E hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent or any Affiliate thereof, Agreement to offer any interest in any such business ventures venture to the Partnership, any Limited Partner, the Parent Partner or any such other Person, even if such opportunity is of a character thatwhich, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6.E hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent or any Affiliate thereof (including, without limitation, including any employment agreement), any Limited Partner (other than the Parent Limited Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or shareholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent or any Affiliate thereof, to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner, the Parent or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to Section 7.5 and any agreements entered into pursuant to Section 7.6.E 7.6 hereof and any other agreements entered into by a Limited Partner or any of its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereof a Subsidiary (including, without limitation, any employment agreement), any Limited Partner (other than the Parent Limited Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or shareholder stockholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner or the Special Limited Partner, to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E 7.6 hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereofa Subsidiary, to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6.E ‎7.06(e) hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Corporation or any Affiliate thereof (including, without limitation, any employment agreement), any Limited Partner (other than the Parent Limited Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or shareholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E ‎7.06(e) hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Corporation or any Affiliate thereof, to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent Corporation or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner, the Parent Corporation or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6.E hereof 7.6(e) and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereof (including, without limitation, any employment agreement), any Limited Partner (other than the Parent Limited Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or shareholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E 7.6(e) hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereof, to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent Partner or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to Section 7.5 hereof, and subject to any agreements entered into pursuant to Section 7.6.E [7.6.__] [conflict avoidance provision] hereof and to any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereof (including, without limitation, any employment agreement)of its Subsidiaries, any Limited Partner (other than the Parent Limited General Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member Affiliate or shareholder of any Limited Partner 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 that are activities, in direct or indirect competition with the Partnership or that are enhanced by the activities of with, the Partnership. Neither the Partnership nor any Partner Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none None of the Limited Partners (other than the General Partner) nor any other Person shall have any rights by virtue of this Agreement or the partnership Partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, Partner to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent or any Affiliate thereof, Agreement to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent Partner or any such other Person, even if such opportunity is of a character thatwhich, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6.E 7.5.E hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereof a Subsidiary (including, without limitation, any employment agreement), any Limited Partner (other than the Parent Limited Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or shareholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E 7.5.E hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereofa Subsidiary, to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent Partner or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6.E hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereof a Subsidiary (including, without limitation, any employment agreement), any Limited Partner (other than the Parent Limited Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or shareholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none 40 42 of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereofa Subsidiary, to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent Partner or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. A. Subject to the terms and provisions hereof, it is agreed that any agreements entered into pursuant to Section 7.6.E hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent or any Affiliate thereof (including, without limitation, any employment agreement), any Limited Partner (other than the Parent Limited PartnerGeneral and/or Limited) and any Assignee, Affiliate of any Partner (including any officer, director, employee, agent, trustee, Affiliate, member or shareholder representative of any Limited Partner Partner) 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Without limiting the generality of the foregoing, any Partner and any Affiliate of any Partner shall be permitted to purchase, own, operate, manage and otherwise deal with and profit from any property, real, personal or mixed, not owned by the Partnership for their own account and benefit, whether or not competitive with the business and affairs of the Partnership, and neither the Partnership, any Partner, or any Person shall have any right, claim, interest or cause of 45 action therein or as a result thereof. Neither the Partnership nor any Partner Partners shall have any rights rights, claims, or interests by virtue of this Agreement or any relationships, duties or obligations hereunder (including, but not limited to, any fiduciary or similar duties created by this Agreement, under the Act, or otherwise existing at law or in equity) in any business ventures or investments of any Limited General Partner or AssigneeLimited Partner, or any Affiliate of any of the foregoing. Subject to such agreements, none None of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership Partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, to the extent expressly provided herein)Person, and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent or any Affiliate thereof, Agreement to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent Partner or any such other Person, even if such opportunity is of a character thatwhich, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, Person could be taken by such Person.

Outside Activities of Limited Partners. Subject to Section 7.5 hereof, and subject to any agreements entered into pursuant to Section 7.6.E hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereof (including, without limitation, any employment agreement)of its Subsidiaries, any Limited Partner (other than the Parent Limited General Partner) and any Assignee, officer, trustee, director, member, employee, agent, trustee, Affiliate, member Affiliate or shareholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none None of the Limited Partners (other than the General Partner) nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, Partner to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent or any Affiliate thereof, Agreement to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent Partner or any such other Person, even if such opportunity is of a character thatwhich, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6.E 7.8 hereof and any other agreements entered into by a Limited Partner or any of its Affiliates Affiliates, or by an Affiliate of a Non-Managing General Partner that is not a Subsidiary of Parent (a “Non-Managing GP Affiliate”), with the Managing General Partner, the Partnership, the Parent Partnership or any Affiliate thereof a Subsidiary (including, without limitation, any employment agreement), any Limited Partner (other than the Parent Limited Partner) or Non-Managing GP Affiliate and any Assignee, officer, director, employee, agent, representative, trustee, Affiliate, manager, member or shareholder of any Limited Partner or Non-Managing GP Affiliate 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or AssigneeAssignee or Non-Managing GP Affiliate. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, Parent to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E 7.8 hereof and any other agreements entered into by a Limited Partner or its Affiliates or a Non-Managing GP Affiliate with the Managing General Partner, the Partnership, the Parent Partnership or any Affiliate thereofa Subsidiary, to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6.E 7.06(e) hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereof (including, without limitation, any employment agreement), any Limited Partner (other than the Parent Limited Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or shareholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E 7.06(e) hereof and any other written agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereof, to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent Partner or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6.E 7.6(e) hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereof a Subsidiary (including, without limitation, any employment agreement), agreement or Contribution Agreement): any Limited Partner (other than the Parent Limited Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or shareholder stockholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject agreements entered into pursuant to Section 7.6.E 7.6(e) hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereofa Subsidiary, to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent Partner or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, could be taken by the Partnership, any Limited Partner or such other Person.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6.E 7.05(e) hereof and any other agreements (including, without limitation, any employment agreement) entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent or any Affiliate thereof (including, without limitation, any employment agreement)thereof, any Limited Partner (other than the Parent Limited Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, partner, member or shareholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E 7.05(e) hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent or any Affiliate thereof, to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner, the Parent or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6.E 7.8(d) or 7.8(e) hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the PartnershipSpecial Limited Partner, the Parent Partnership or any Affiliate thereof (including, without limitation, any employment agreement)a Subsidiary of the Partnership, any Limited Partner (Partner, other than the Parent Special Limited Partner) , and any Assignee, officer, director, employee, agent, trustee, Affiliate, shareholder, member or shareholder partner of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee, other than the Special Limited Partner. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E 7.8(d) or 7.8(e) hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the PartnershipSpecial Limited Partner, the Parent Partnership or any Affiliate thereofa Subsidiary of the Partnership, to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent Partner or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6.E 7.6 hereof and any other agreements entered into by a Limited Partner or any of its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereof a Subsidiary (including, without limitation, any employment agreement), any Limited Partner (other than the Parent Limited Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or shareholder stockholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E 7.6 hereof and any other agreements entered into by a Limited Partner or its Affiliates 52 with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereofa Subsidiary, to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6.E 7.6 hereof and any other agreements entered into by a Limited Partner or any of its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereof a Subsidiary (including, without limitation, any employment agreement), any Limited Partner (other than the Parent Limited PartnerIMC REIT) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or shareholder stockholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, to the extent expressly provided hereinPartner and IMC REIT), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E 7.6 hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent Partnership or any Affiliate thereofa Subsidiary, to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner, the Parent Partner or such other Person, could be taken by such Person.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6.E hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent or any Affiliate thereof (including, without limitation, any employment agreement), any Limited Partner (other than the Parent Limited PartnerParent) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or shareholder of any Limited Partner 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 that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person (other than the General Partner, to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6.E hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership, the Parent or any Affiliate thereof, to offer any interest in any such business ventures to the Partnership, any Limited Partner, the Parent or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner, the Parent or such other Person, could be taken by such Person.