Common use of Management and Operation of Business Clause in Contracts

Management and Operation of Business. Section 7.1 Management 47 Section 7.2 Certificate of Limited Partnership 48 Section 7.3 Restrictions on Managing General Partner’s Authority 49 Section 7.4 Reimbursement of the Managing General Partner 49 Section 7.5 Outside Activities 50 Section 7.6 Loans from the Managing General Partner; Loans or Contributions from the Partnership; Contracts with Affiliates; Certain Restrictions on the Managing General Partner 51 Section 7.7 Indemnification 53 Section 7.8 Liability of Indemnitees 54 Section 7.9 Resolution of Conflicts of Interest 55 Section 7.10 Other Matters Concerning the Managing General Partner 57 Section 7.11 Purchase or Sale of Partnership Securities 57 Section 7.12 Registration Rights of the Managing General Partner and its Affiliates 57 Section 7.13 Reliance by Third Parties 59 ARTICLE VIII

Management and Operation of Business. Section 7.1 7.1. Management 47 37 Section 7.2 7.2. Certificate of Limited Partnership 48 39 Section 7.3 7.3. Restrictions on Managing General Partner’s Authority 49 39 Section 7.4 7.4. Reimbursement of the Managing General Partner 49 40 Section 7.5 7.5. Outside Activities 50 41 Section 7.6 7.6. Loans from the Managing General Partner; Loans or Contributions from the Partnership; Contracts with Affiliates; Certain Restrictions on the Managing General Partner 51 42 Section 7.7 7.7. Indemnification 53 43 Section 7.8 7.8. Liability of Indemnitees 54 45 Section 7.9 7.9. Resolution of Conflicts of Interest 55 46 Section 7.10 7.10. Other Matters Concerning the Managing General Partner 57 47 Section 7.11 7.11. Purchase or Sale of Partnership Securities 57 48 Section 7.12 Registration Rights of the Managing General Partner and its Affiliates 57 Section 7.13 7.12. Reliance by Third Parties 59 48 ARTICLE VIII

Management and Operation of Business. Section 7.1 Management 47 55 Section 7.2 Certificate of Limited Partnership 48 57 Section 7.3 Restrictions on Managing the General Partner’s Authority 49 57 Section 7.4 Reimbursement of the Managing General Partner 49 57 Section 7.5 Outside Activities 50 58 Section 7.6 Loans from the Managing General Partner; Loans or Contributions from the Partnership; Contracts with Affiliates; Certain Restrictions on the Managing General Partner 51 Partnership or Group Members 59 Section 7.7 Indemnification 53 59 Section 7.8 Liability of Indemnitees 54 61 Section 7.9 Resolution of Conflicts of Interest 55 Interest; Standards of Conduct and Modification of Duties 61 Section 7.10 Other Matters Concerning the Managing General Partner 57 63 Section 7.11 Purchase or Sale of Partnership Securities 57 Interests 63 Section 7.12 Registration Rights of the Managing General Partner and its Affiliates 57 Section 7.13 Reliance by Third Parties 59 ARTICLE VIII63

Management and Operation of Business. Section 7.1 Management 47 49 Section 7.2 Certificate of Limited Partnership 48 50 Section 7.3 Restrictions on Managing the General Partner’s Authority 49 50 Section 7.4 Reimbursement of the Managing General Partner 49 51 Section 7.5 Outside Activities 50 51 Section 7.6 Loans from the Managing General Partner; Loans or Contributions from the Partnership; Contracts with Affiliates; Certain Restrictions on the Managing General Partner 51 Partnership or Group Members 52 Section 7.7 Indemnification 53 52 Section 7.8 Liability of Indemnitees 54 Section 7.9 Resolution of Conflicts of Interest 55 Interest; Standards of Conduct and Modification of Duties 54 Section 7.10 Other Matters Concerning the Managing General Partner 57 55 Section 7.11 Purchase or Sale of Partnership Securities 57 Interests 55 Section 7.12 Registration Rights of the Managing General Partner and its Affiliates 57 Section 7.13 Reliance by Third Parties 59 56 ARTICLE VIII

Management and Operation of Business. Section 7.1 Management 47 64 Section 7.2 Certificate of Limited Partnership 48 66 Section 7.3 Restrictions on Managing the General Partner’s Authority 49 66 Section 7.4 Reimbursement of the Managing General Partner 49 67 Section 7.5 Outside Activities 50 67 Section 7.6 Loans from the Managing General Partner; Loans or Contributions from the Partnership; Contracts with Affiliates; Certain Restrictions on the Managing General Partner 51 Partnership or Group Members 69 Section 7.7 Indemnification 53 69 Section 7.8 Liability of Indemnitees 54 71 Section 7.9 Resolution of Conflicts of Interest 55 Interest; Standards of Conduct and Modification of Duties 71 Section 7.10 Other Matters Concerning the Managing General Partner 57 73 Section 7.11 Purchase or Sale of Partnership Securities 57 Interests 73 Section 7.12 Registration Rights of the Managing General Partner and its Affiliates 57 Section 7.13 Reliance by Third Parties 59 ARTICLE VIII73

Management and Operation of Business. Section 7.1 Management 47 40 Section 7.2 Certificate of Limited Partnership 48 43 Section 7.3 Restrictions on Managing the General Partner’s Authority 49 43 Section 7.4 Reimbursement of the Managing General Partner 49 43 Section 7.5 Outside Activities 50 44 Section 7.6 Loans from the Managing General Partner; Loans or Contributions from the Partnership; Contracts with Affiliates; Certain Restrictions on the Managing General Partner 51 Partnership or Group Members 46 Section 7.7 Indemnification 53 47 Section 7.8 Liability of Indemnitees 54 48 Section 7.9 Resolution of Conflicts of Interest 55 Interest; Standards of Conduct and Modification of Duties 49 Section 7.10 Other Matters Concerning the Managing General Partner 57 51 Section 7.11 Purchase or Sale of Partnership Securities 57 52 Section 7.12 Registration Rights of the Managing General Partner and its Affiliates 57 Intentionally Omitted 52 Section 7.13 Reliance by Third Parties 59 52 ARTICLE VIII

Management and Operation of Business. Section 7.1 Management 47 67 Section 7.2 Certificate of Limited Partnership 48 69 Section 7.3 Restrictions on Managing the General Partner’s Authority 49 69 Section 7.4 Reimbursement of the Managing General Partner 49 70 Section 7.5 Outside Activities 50 71 Section 7.6 Loans from the Managing General Partner; Loans or Contributions from the Partnership; Contracts with Affiliates; Certain Restrictions on the Managing General Partner 51 Partnership or Group Members 72 Section 7.7 Indemnification 53 73 Section 7.8 Liability of Indemnitees 54 74 Section 7.9 Resolution of Conflicts of Interest 55 Interest; Standards of Conduct and Modification of Duties 75 Section 7.10 Other Matters Concerning the Managing General Partner 57 77 Section 7.11 Purchase or Sale of Partnership Securities 57 Interests 78 Section 7.12 Registration Rights of the Managing General Partner and its Affiliates 57 Section 7.13 Reliance by Third Parties 59 78 ARTICLE VIII

Management and Operation of Business. Section 7.1 Management 47 46 Section 7.2 Certificate of Limited Partnership 48 Section 7.3 Restrictions on Managing the General Partner’s Authority 49 to Sell Assets of the Partnership Group 48 Section 7.4 Reimbursement of the Managing General Partner 49 48 Section 7.5 Outside Activities 50 49 Section 7.6 Loans from the Managing General Partner; Loans or Contributions from the Partnership; Contracts with Affiliates; Certain Restrictions on the Managing General Partner 51 Partnership or Group Members 50 Section 7.7 Indemnification 53 50 Section 7.8 Liability of Indemnitees 54 52 Section 7.9 Resolution of Conflicts of Interest 55 Interest; Standards of Conduct and Modification of Duties 52 Section 7.10 Other Matters Concerning the Managing General Partner 57 55 Section 7.11 Purchase or Sale of Partnership Securities 57 Interests 55 Section 7.12 Registration Rights of the Managing General Partner and its Affiliates 57 Section 7.13 Reliance by Third Parties 59 ARTICLE VIII55

Management and Operation of Business. Section 7.1 Management 47 46 Section 7.2 Certificate of Limited Partnership 48 Section 7.3 Restrictions on Managing General Partner’s Authority 49 48 Section 7.4 Reimbursement of the Managing General Partner 49 Section 7.5 Outside Activities 50 Section 7.6 Loans from the Managing General Partner; Loans or Contributions from the Partnership; Contracts with Affiliates; Certain Restrictions on the Managing General Partner 51 Section 7.7 Indemnification 53 Section 7.8 Liability of Indemnitees 54 Section 7.9 Resolution of Conflicts of Interest 55 Section 7.10 Other Matters Concerning the Managing General Partner 57 56 Section 7.11 Purchase or Sale of Partnership Securities 57 Section 7.12 Registration Rights of the Managing General Partner and its Affiliates 57 Section 7.13 Reliance by Third Parties 59 ARTICLE VIII59

Management and Operation of Business. Section 7.1 Management 47 69 Section 7.2 Certificate of Limited Partnership 48 72 Section 7.3 Restrictions on Managing the General Partner’s Authority 49 72 Section 7.4 Reimbursement of the Managing General Partner 49 72 Section 7.5 Outside Activities 50 73 Section 7.6 Loans from the Managing General Partner; Loans or Contributions from the Partnership; Contracts with Affiliates; Certain Restrictions on the Managing General Partner 51 Partnership or Group Members 75 Section 7.7 Indemnification 53 76 Section 7.8 Liability of Indemnitees 54 77 Section 7.9 Resolution of Conflicts of Interest 55 Interest; Standards of Conduct and Modification of Duties 78 Section 7.10 Other Matters Concerning the Managing General Partner 57 80 Section 7.11 Purchase or Sale of Partnership Securities 57 Interests 81 Section 7.12 Registration Rights of the Managing General Partner and its Affiliates 57 Section 7.13 Reliance by Third Parties 59 81 ARTICLE VIII

Management and Operation of Business. Section 7.1 Management 47 52 Section 7.2 Certificate of Limited Partnership 48 54 Section 7.3 Restrictions on Managing the General Partner’s Authority 49 54 Section 7.4 Reimbursement of the Managing General Partner 49 55 Section 7.5 Outside Activities 50 56 Section 7.6 Loans from the Managing General Partner; Loans or Contributions from the Partnership; Contracts with Affiliates; Certain Restrictions on the Managing General Partner 51 Partnership or Group Members 57 Section 7.7 Indemnification 53 58 Section 7.8 Liability of Indemnitees 54 59 Section 7.9 Resolution of Conflicts of Interest 55 Interest; Standards of Conduct and Modification of Duties 60 Section 7.10 Other Matters Concerning the Managing General Partner 57 62 Section 7.11 Purchase or Sale of Partnership Securities 57 62 Section 7.12 Registration Rights of the Managing General Partner and its Affiliates 57 63 Section 7.13 Reliance by Third Parties 59 65 ARTICLE VIII

Management and Operation of Business. Section 7.1 Management 47 32 Section 7.2 Certificate of Limited Partnership 48 34 Section 7.3 Restrictions on Managing the General Partner’s Authority 49 35 Section 7.4 Reimbursement of the Managing General Partner 49 35 Section 7.5 Outside Activities 50 36 Section 7.6 Loans from the Managing General Partner; Loans or Contributions from the Partnership; Contracts with Affiliates; Certain Restrictions on the Managing General Partner 51 Partnership or Group Members 37 Section 7.7 Indemnification 53 38 Section 7.8 Liability of Indemnitees 54 39 Section 7.9 Resolution of Conflicts of Interest 55 Interest; Standards of Conduct and Modification of Duties 40 Section 7.10 Other Matters Concerning the Managing General Partner 57 42 Section 7.11 Purchase or Sale of Partnership Securities 57 Interests 42 Section 7.12 Registration Rights of the Managing General Partner and its Affiliates 57 43 Section 7.13 Reliance by Third Parties 59 45 ARTICLE VIII

Management and Operation of Business. Section 7.1 Management 47 56 Section 7.2 Certificate of Limited Partnership 48 57 Section 7.3 Restrictions on Managing the General Partner’s Authority 49 58 Section 7.4 Reimbursement of the Managing General Partner 49 58 Section 7.5 Outside Activities 50 58 Section 7.6 Loans from the Managing General Partner; Loans or Contributions from the Partnership; Contracts with Affiliates; Certain Restrictions on the Managing General Partner 51 Partnership or Group Members 59 Section 7.7 Indemnification 53 60 Section 7.8 Liability of Indemnitees 54 61 Section 7.9 Resolution of Conflicts of Interest 55 Interest; Standards of Conduct and Modification of Duties 62 Section 7.10 Other Matters Concerning the Managing General Partner 57 63 Section 7.11 Purchase or Sale of Partnership Securities 57 Interests 63 Section 7.12 Registration Rights of the Managing General Partner and its Affiliates 57 Section 7.13 Reliance by Third Parties 59 ARTICLE 63 Article VIII