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 hereof and any other agreements entered into by a Limited Partner or any of its Affiliates with the General Partner, the Partnership or a Subsidiary (including, without limitation, any employment agreement), any Limited Partner and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or 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 such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6 hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership or a Subsidiary, to offer any interest in any such business ventures to the Partnership, any Limited Partner, or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person. In deciding whether to take any actions in such capacity, the Limited Partners and their respective Affiliates shall be under no obligation to consider the separate interests of the Partnership or its subsidiaries and to the maximum extent permitted by applicable law shall have no fiduciary duties or similar obligations to the Partnership or any other Partners, or to any subsidiary of the Partnership, and shall not be liable for monetary damages for losses sustained, liabilities incurred or benefits not derived by the other Partners in connection with such acts except for liability for fraud, willful misconduct or gross negligence.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6 hereof and any other agreements entered into by a Limited Partner or any of its Affiliates with the General Partner, the Partnership or a Subsidiary (including, without limitation, any employment agreement), any Limited Partner and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or 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 such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6 hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership or a Subsidiary, to offer any interest in any such business ventures to the Partnership, any Limited Partner, or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person. In deciding whether to take any actions in such capacity, the Limited Partners and their respective Affiliates shall be under no obligation to consider the separate interests of the Partnership or its subsidiaries Subsidiary Entities and to the maximum extent permitted by applicable law shall have no fiduciary duties or similar obligations to the Partnership or any other Partners, or to any subsidiary of the PartnershipSubsidiary Entities, and shall not be liable for monetary damages for losses sustained, liabilities incurred or benefits not derived by the other Partners in connection with such acts except for liability for fraud, willful misconduct intentional harm or gross negligence.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6 hereof and any other agreements entered into by a Limited Partner or any of its Affiliates with the General Partner, the Partnership or a Subsidiary or an Affiliate of any of them, the following rights shall govern outside activities of Limited Partners: (including, without limitation, any employment agreement), i) any Limited Partner and any Assignee, officer, director, employee, agent, trustee, Affiliate, member partner, beneficiary or stockholder shareholder of any such 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 Partnership, the General Partner or that are enhanced by the activities of the Partnership. Neither their Affiliates; (ii) 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, ; (iii) 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)Person, and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6 hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership or a Subsidiary, Agreement to offer any interest in any such business ventures to the Partnership, any Limited Partner, Partner or any such other Person, even if such opportunity is of a character thatwhich, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person. In deciding whether ; (iv) the fact that a Partner may encounter opportunities to purchase, otherwise acquire, lease, sell or otherwise dispose of real or personal property and may take advantage of such opportunities himself or introduce such opportunities to entities in which it has or has not any actions in interest, shall not subject such capacity, the Limited Partners and their respective Affiliates shall be under no obligation Partner to consider the separate interests of the Partnership or its subsidiaries and to the maximum extent permitted by applicable law shall have no fiduciary duties or similar obligations liability to the Partnership or any other Partners, or to any subsidiary of the Partnership, and shall not be liable for monetary damages for losses sustained, liabilities incurred or benefits not derived by the other Partners on account of the lost opportunity; and (v) except as otherwise specifically provided herein, nothing contained in connection this Agreement shall be deemed to prohibit a Partner or any Affiliate of a Partner from dealing, or otherwise engaging in business, with such acts except for liability for fraudPersons transacting business with the Partnership or from providing services relating to the purchase, willful misconduct sale, rental, management or gross negligenceoperation of real or personal property (including real estate brokerage services) and receiving compensation therefor, from any Persons who have transacted business with the Partnership or other third parties.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6 hereof and any other agreements entered into by a Limited Partner or any of its Affiliates with the General Partner, the Partnership or a Subsidiary (including, without limitation, the Advisory Agreement and any employment agreement), any Limited Partner and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or 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 such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6 hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership or a Subsidiary, to offer any interest in any such business ventures to the Partnership, any Limited Partner, or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person. In deciding whether to take any actions in such capacity, the Limited Partners and their respective Affiliates shall be under no obligation to consider the separate interests of the Partnership or its subsidiaries and to the maximum extent permitted by applicable law shall have no fiduciary duties or similar obligations to the Partnership or any other Partners, or to any subsidiary of the Partnership, and shall not be liable for monetary damages for losses sustained, liabilities incurred or benefits not derived by the other Partners in connection with such acts except for liability for fraud, willful misconduct or gross negligence.

Outside Activities of Limited Partners. Subject to any -------------------------------------- agreements entered into pursuant to Section 7.6 7.6(e) hereof and subject to any -------------- other agreements entered into by a Limited Partner or any of its Affiliates with the General Partner, the Partnership or a Subsidiary Subsidiary, the following rights shall govern outside activities of Limited Partners: (including, without limitation, any employment agreement), a) any Limited Partner (other than the General Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member Affiliate or stockholder 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 ; (b) 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, ; (c) 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 (Person, other than the General Partner), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6 hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership or a Subsidiary, Agreement to offer any interest in any such business ventures to the Partnership, any Limited Partner, Partner or any such other Person, even if such opportunity is of a character thatwhich, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person. In deciding whether ; (d) the fact that a Limited Partner may encounter opportunities to purchase, otherwise acquire, lease, sell or otherwise dispose of real or personal property and may take advantage of such opportunities himself or introduce such opportunities to entities in which it has or has not any actions in interest, shall not subject such capacity, the Limited Partners and their respective Affiliates shall be under no obligation Partner to consider the separate interests of the Partnership or its subsidiaries and to the maximum extent permitted by applicable law shall have no fiduciary duties or similar obligations liability to the Partnership or any other Partners, or to any subsidiary of the Partnership, and shall not be liable for monetary damages for losses sustained, liabilities incurred or benefits not derived by the other Partners on account of the lost opportunity; and (e) except as otherwise specifically provided herein, nothing contained in connection this Agreement shall be deemed to prohibit a Limited Partner or any Affiliate of a Limited Partner from dealing, or otherwise engaging in business, with such acts except for liability for fraudPersons transacting business with the Partnership or from providing services relating to the purhcase, willful misconduct sale, rental, management or gross negligenceoperation of real or personal property (including real estate brokerage services) and receiving compensation therefor, from any persons who have transacted business with the Partnership or other third parties.

Outside Activities of Limited Partners. Subject To the fullest extent permitted by law and notwithstanding any other provision of this Agreement or any other agreement contemplated herein or applicable provisions of law or equity or otherwise, subject to any agreements entered into pursuant to Section 7.6 hereof and any other agreements entered into by a Limited Partner or any of its Affiliates with the General Partner, the Partnership or a Subsidiary (including, without limitation, any employment agreement), any Limited Partner (including, subject to Section 7.5 hereof, the Special Limited Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or 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 To the fullest extent permitted by law and notwithstanding any other provision of this Agreement or any other agreement contemplated herein or applicable provisions of law or equity or otherwise, 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 hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership or a Subsidiary, to offer any interest in any such business ventures to the Partnership, any Limited Partner, or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person. In deciding whether to take Notwithstanding any actions in such capacityother provision of this Agreement, the Limited Partners and their respective Affiliates shall be under no obligation to consider the separate interests or any other agreement contemplated herein or applicable provisions of the Partnership law or its subsidiaries and equity or otherwise, to the maximum fullest extent permitted by applicable law shall have no fiduciary duties law, including without limitation Section 7.1.A and Section 7.5, one or more Affiliates of the Special Limited Partner may own membership interests or similar obligations to equity interests in one or more Subsidiaries, provided that the Partnership or any other Partners, or to any subsidiary aggregate amount of such interests owned by the Affiliates of the Partnership, and Special Limited Partner in any one Subsidiary shall not be liable for monetary damages for losses sustained, liabilities incurred exceed 5% of such Subsidiary’s outstanding membership or benefits not derived by the other Partners in connection with such acts except for liability for fraud, willful misconduct or gross negligencesimilar equity interests.

Outside Activities of Limited Partners. Subject To the fullest extent permitted by law and notwithstanding any other provision of this Agreement or any other agreement contemplated herein or applicable provisions of law or equity or otherwise, subject to any agreements entered into pursuant to Section 7.6 hereof and any other agreements entered into by a Limited Partner or any of its Affiliates with the General Partner, the Partnership or a Subsidiary (including, without limitation, any employment agreement), any Limited Partner (including any Federal Realty Subsidiary) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or stockholder 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 To the fullest extent permitted by law and notwithstanding any other provision of this Agreement or any other agreement contemplated herein or applicable provisions of law or equity or otherwise, 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 PartnerPartner or any Federal Realty Subsidiary, to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6 hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership or a Subsidiary, to offer any interest in any such business ventures to the Partnership, any Limited Partner, or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person. In deciding whether to take Notwithstanding any actions in such capacityother provision of this Agreement, the Limited Partners and their respective Affiliates shall be under no obligation to consider the separate interests or any other agreement contemplated herein or applicable provisions of the Partnership law or its subsidiaries and equity or otherwise, to the maximum fullest extent permitted by applicable law shall have no fiduciary duties law, including without limitation Section 7.1.A and Section 7.6, one or more Affiliates of Federal Realty may own membership interests or similar obligations to the Partnership equity interests in one or any other Partners, or to any subsidiary of the Partnership, and shall not be liable for monetary damages for losses sustained, liabilities incurred or benefits not derived by the other Partners in connection with such acts except for liability for fraud, willful misconduct or gross negligencemore Subsidiaries.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6 the terms and provisions hereof and any other agreements entered into by a Limited Partner or any of its Affiliates with the General Partner, the Partnership or a Subsidiary (including, without limitation, any employment agreementSection 7.4), it is agreed that any Limited Partner (General and/or Limited) and any Assignee, Affiliate of any Partner (including any officer, director, employee, agent, trustee, Affiliate, member or stockholder 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 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)Person, and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6 hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership or a Subsidiary, Agreement to offer any interest in any such business ventures to the Partnership, any Limited Partner, Partner or any such other Person, even if such opportunity is of a character thatwhich, if presented to the Partnership, any Limited Partner or such other Person, Person could be taken by such Person. In deciding whether It is further agreed that none of the Partners, General or Limited, or any of their Affiliates, have any duty, obligation, or liability to take present to the Partnership any actions business or investment opportunity which may arise in such capacitythe course of activity for or on behalf of the Partnership, the Limited Partners and their respective Affiliates shall be under no obligation to consider the separate interests of or otherwise, for investment by the Partnership or its subsidiaries any of the Partners (even if within the line and to scope of the maximum extent permitted business and affairs of the Partnership), and instead any Partner, General or Limited, and any Affiliate may pursue such opportunity for such Partners or Affiliate's own benefit and account, without any participation, right, or claim therein by applicable law shall have no fiduciary duties the Partnership or similar obligations any other Partner, and without notification or disclosure to the Partnership or any other Partners, or to any subsidiary of the Partnership, and shall not be liable for monetary damages for losses sustained, liabilities incurred or benefits not derived by the other Partners in connection with such acts except for liability for fraud, willful misconduct or gross negligencePartner.

Outside Activities of Limited Partners. Subject To the fullest extent permitted by law and notwithstanding any other provision of this Agreement or any other agreement contemplated herein or applicable provisions of law or equity or otherwise, subject to any agreements entered into pursuant to Section 7.6 hereof and any other agreements entered into by a Limited Partner or any of its Affiliates with the General Partner, the Partnership or a Subsidiary (including, without limitation, any employment agreement), any Limited Partner (including the Special Limited Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or 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 To the fullest extent permitted by law and notwithstanding any other provision of this Agreement or any other agreement contemplated herein or applicable provisions of law or equity or otherwise, 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 hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership or a Subsidiary, to offer any interest in any such business ventures to the Partnership, any Limited Partner, or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person. In deciding whether to take Notwithstanding any actions in such capacityother provision of this Agreement, the Limited Partners and their respective Affiliates shall be under no obligation to consider the separate interests or any other agreement contemplated herein or applicable provisions of the Partnership law or its subsidiaries and equity or otherwise, to the maximum fullest extent permitted by applicable law shall have no fiduciary duties law, including without limitation Section 7.1.A and Section 7.6, one or more Affiliates of the Special Limited Partner may own membership interests or similar obligations to equity interests in one or more Subsidiaries, provided that the Partnership or any other Partners, or to any subsidiary aggregate amount of such interests owned by the Affiliates of the Partnership, and Special Limited Partner in any one Subsidiary shall not be liable for monetary damages for losses sustained, liabilities incurred exceed 5% of such Subsidiary’s outstanding membership or benefits not derived by the other Partners in connection with such acts except for liability for fraud, willful misconduct or gross negligencesimilar equity interests.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6 hereof and any other agreements entered into by a Limited Partner or any of its Affiliates with the General Partner, the Partnership or a Subsidiary (including, without limitation, any employment agreement)of the Partnership, any Limited Partner (including, subject to Section 7.5, the Company) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member Affiliate or stockholder 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 (Person, other than the Limited Partners benefitting from the business conducted by the General Partner), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6 hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership or a Subsidiary, Agreement to offer any interest in any such business ventures to the Partnership, any Limited Partner, Partner or any such other Person, even if such opportunity is of a character thatwhich, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person. In deciding whether to Notwithstanding the foregoing, without the prior consent of the General Partner, no Limited Partner shall knowingly take any actions action, including acquiring, directly or indirectly, an interest in such capacityany tenant of a Property which would have, through the actual or constructive ownership of any tenant of any Property, the Limited Partners and their respective Affiliates shall be under no obligation to consider effect of causing the separate interests percentage of the Partnership or its subsidiaries and gross income of the General Partner that fails to be treated as “rents from real property” within the maximum extent permitted by applicable law meaning of Section 856(d) of the Code to exceed such percentage on the date hereof. Each Limited Partner shall have no fiduciary duties a duty to notify the General Partner on a timely basis of any potential acquisition or similar obligations change in ownership that could reasonably be expected to the Partnership or any other Partners, or to any subsidiary of the Partnership, and shall not be liable for monetary damages for losses sustained, liabilities incurred or benefits not derived by the other Partners in connection with have such acts except for liability for fraud, willful misconduct or gross negligenceeffect.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6 hereof and any other agreements entered into by a Limited Partner or any of its Affiliates with the General Partner, the Partnership or a Subsidiary Subsidiary, the following rights shall govern outside activities of Limited Partners: (including, without limitation, any employment agreement), a) any Limited Partner and any Assignee, officer, director, employee, agent, trustee, Affiliate, member Affiliate or stockholder 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 ; (b) 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, ; (c) 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 (Person, other than the General Partner), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6 hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership or a Subsidiary, Agreement to offer any interest in any such business ventures to the Partnership, any Limited Partner, Partner or any such other Person, even if such opportunity is of a character thatwhich, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person. In deciding whether ; (d) the fact that a Limited Partner may encounter opportunities to purchase, otherwise acquire, lease, sell or otherwise dispose of real or personal property and may take advantage of such opportunities himself or introduce such opportunities to entities in which it has or has not any actions in interest, shall not subject such capacity, the Limited Partners and their respective Affiliates shall be under no obligation Partner to consider the separate interests of the Partnership or its subsidiaries and to the maximum extent permitted by applicable law shall have no fiduciary duties or similar obligations liability to the Partnership or any other Partners, or to any subsidiary of the Partnership, and shall not be liable for monetary damages for losses sustained, liabilities incurred or benefits not derived by the other Partners on account of the lost opportunity; and (e) except as otherwise specifically provided herein, nothing contained in connection this Agreement shall be deemed to prohibit a Limited Partner or any Affiliate of a Limited Partner from dealing, or otherwise engaging in business, with such acts except for liability for fraudPersons transacting business with the Partnership or from providing services relating to the purchase, willful misconduct sale, rental, management or gross negligenceoperation of real or personal property (including real estate brokerage services) and receiving compensation therefor, from any Persons who have transacted business with the Partnership or other third parties.

Outside Activities of Limited Partners. Subject to any -------------------------------------- agreements entered into pursuant to Section 7.6 7.6(e) hereof and subject to any -------------- other agreements entered into by a Limited Partner or any of its Affiliates with the General Partner, the Partnership or a Subsidiary Subsidiary, the following rights shall govern outside activities of Limited Partners: (including, without limitation, any employment agreement), a) any Limited Partner (other than the General Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member Affiliate or stockholder 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 ; (b) 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, ; (c) 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 (Person, other than the General Partner), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6 hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership or a Subsidiary, Agreement to offer any interest in any such business ventures to the Partnership, any Limited Partner, Partner or any such other Person, even if such opportunity is of a character thatwhich, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person. In deciding whether ; (d) the fact that a Limited Partner may encounter opportunities to purchase, otherwise acquire, lease, sell or otherwise dispose of real or personal property and may take advantage of such opportunities himself or introduce such opportunities to entities in which it has or has not any actions in interest, shall not subject such capacity, the Limited Partners and their respective Affiliates shall be under no obligation Partner to consider the separate interests of the Partnership or its subsidiaries and to the maximum extent permitted by applicable law shall have no fiduciary duties or similar obligations liability to the Partnership or any other Partners, or to any subsidiary of the Partnership, and shall not be liable for monetary damages for losses sustained, liabilities incurred or benefits not derived by the other Partners on account of the lost opportunity; and (e) except as otherwise specifically provided herein, nothing contained in connection this Agreement shall be deemed to prohibit a Limited Partner or any Affiliate of a Limited Partner from dealing, or otherwise engaging in business, with such acts except for liability for fraudPersons transacting business with the Partnership or from providing services relating to the purchase, willful misconduct sale, rental, management or gross negligenceoperation of real or personal property (including real estate brokerage services) and receiving compensation therefor, from any Persons who have transacted business with the Partnership or other third parties.

Outside Activities of Limited Partners. Subject To the fullest extent permitted by law and notwithstanding any other provision of this Agreement or any other agreement contemplated herein or applicable provisions of law or equity or otherwise, subject to any agreements entered into pursuant to Section 7.6 hereof and any other agreements entered into by a Limited Partner or any of its Affiliates with the General Partner, the Partnership or a Subsidiary of the Partnership (including, without limitation, any employment agreement), any Limited Partner (including the Special Limited Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or 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 To the fullest extent permitted by law and notwithstanding any other provision of this Agreement or any other agreement contemplated herein or applicable provisions of law or equity or otherwise, 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 hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership or a SubsidiarySubsidiary of the Partnership, to offer any interest in any such business ventures to the Partnership, any Limited Partner, or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person. In deciding whether to take Notwithstanding any actions in such capacityother provision of this Agreement, the Limited Partners and their respective Affiliates shall be under no obligation to consider the separate interests or any other agreement contemplated herein or applicable provisions of the Partnership law or its subsidiaries and equity or otherwise, to the maximum fullest extent permitted by applicable law shall have no fiduciary duties law, including without limitation Section 7.1.A and Section 7.6, one or more Affiliates of the Special Limited Partner may own membership interests or similar obligations to the Partnership equity interests in one or any other Partners, or to any subsidiary more Subsidiaries of the Partnership, and provided that the aggregate amount of such interests owned by the Affiliates of the Special Limited Partner in any one Subsidiary shall not be liable for monetary damages for losses sustained, liabilities incurred exceed 5% of such Subsidiary’s outstanding membership or benefits not derived by the other Partners in connection with such acts except for liability for fraud, willful misconduct or gross negligencesimilar equity interests.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6 7.6(c) hereof and subject to any other agreements entered into by a Limited Partner or any of its Affiliates with the General Partner, the Partnership or a Subsidiary Subsidiary, the following rights shall govern outside activities of Limited Partners: (including, without limitation, any employment agreement), a) any Limited Partner (other than the General Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member Affiliate or stockholder 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 ; (b) 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, ; (c) 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 (Person, other than the General Partner), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6 hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership or a Subsidiary, Agreement to offer any interest in any such business ventures to the Partnership, any Limited Partner, Partner or any such other Person, even if such opportunity is of a character thatwhich, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person. In deciding whether ; (d) the fact that a Limited Partner may encounter opportunities to purchase, otherwise acquire, lease, sell or otherwise dispose of real or personal property and may take advantage of such opportunities himself or introduce such opportunities to entities in which it has or has not any actions in interest, shall not subject such capacity, the Limited Partners and their respective Affiliates shall be under no obligation Partner to consider the separate interests of the Partnership or its subsidiaries and to the maximum extent permitted by applicable law shall have no fiduciary duties or similar obligations liability to the Partnership or any other Partners, or to any subsidiary of the Partnership, and shall not be liable for monetary damages for losses sustained, liabilities incurred or benefits not derived by the other Partners on account of the lost opportunity; and (e) except as otherwise specifically provided herein, nothing contained in connection this Agreement shall be deemed to prohibit a Limited Partner or any Affiliate of a Limited Partner from dealing, or otherwise engaging in business, with such acts except for liability for fraudPersons transacting business with the Partnership or from providing services relating to the purchase, willful misconduct sale, rental, management or gross negligenceoperation of real or personal property (including real estate brokerage services) and receiving compensation therefor, from any Persons who have transacted business with the Partnership or other third parties.

Outside Activities of Limited Partners. Subject To the fullest extent permitted by law and notwithstanding any other provision of this Agreement or any other agreement contemplated herein or applicable provisions of law or equity or otherwise, subject to any agreements entered into pursuant to Section 7.6 hereof and any other agreements entered into by a Limited Partner or any of its Affiliates with the General Partner, the Partnership or a Subsidiary (including, without limitation, any employment agreement), any Limited Partner (including any Parent Subsidiary Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or 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 To the fullest extent permitted by law and notwithstanding any other provision of this Agreement or any other agreement contemplated herein or applicable provisions of law or equity or otherwise, 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 any Parent Subsidiary Partner, to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6 hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership or a Subsidiary, to offer any interest in any such business ventures to the Partnership, any Limited Partner, or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person. In deciding whether to take Notwithstanding any actions in such capacityother provision of this Agreement, the Limited Partners and their respective Affiliates shall be under no obligation to consider the separate interests or any other agreement contemplated herein or applicable provisions of the Partnership law or its subsidiaries and equity or otherwise, to the maximum fullest extent permitted by applicable law shall have no fiduciary duties law, including without limitation Section 7.1.A and Section 7.6, one or more Affiliates of BPG Subsidiary Inc. may own membership interests or similar obligations to equity interests in one or more Subsidiaries, provided that the Partnership or aggregate amount of such interests owned by the Affiliates of BPG Subsidiary Inc. in any other Partners, or to any subsidiary of the Partnership, and one Subsidiary shall not be liable for monetary damages for losses sustained, liabilities incurred exceed 5% of such Subsidiary’s outstanding membership or benefits not derived by the other Partners in connection with such acts except for liability for fraud, willful misconduct or gross negligencesimilar equity interests.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6 7.6.E hereof and any other agreements entered into by a Limited Partner or any of its Affiliates with the General Partner, the Partnership or a Subsidiary (including, without limitation, any employment agreement)Subsidiary, any Limited Partner (other than the General Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member Affiliate or stockholder 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 (other than the General 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 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 hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership or a Subsidiary, Agreement to offer any interest in any such business ventures to the Partnership, any Limited Partner, Partner or any such other Person, even if such opportunity is of a character thatwhich, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person. In addition, the Partners recognize that certain of the Limited Partners and their Affiliates are and may in the future be tenants of the Partnership or other Persons or own anchor or other stores in the Partnership's properties or other properties and in connection therewith may have interests that conflict with those of the Partnership. In deciding whether to take any actions in such capacity, the such Limited Partners and their respective Affiliates shall be under no obligation to consider the separate interests of the Partnership or its subsidiaries and to the maximum extent permitted by applicable law shall have no fiduciary duties or similar obligations to the Partnership or any other Partners, or to any subsidiary of the Partnership, and shall not be liable for monetary damages for losses sustained, liabilities incurred or benefits not derived by the other Partners in connection with such acts except for liability for fraud, willful misconduct or gross negligenceactions.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6 hereof hereof, Section 8 of that certain employment agreement, of even date herewith, by and between Xxxx X. Xxxxxx and GTJ REIT, Section 8 of that certain employment agreement, of even date herewith, by and between Xxxxx Xxxxxxxx and GTJ REIT, and any other agreements entered into by a Limited Partner or any of its Affiliates with the General Partner, the Partnership or a Subsidiary (including, without limitation, any employment agreement), any Limited Partner and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or 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 such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6 hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership or a Subsidiary, to offer any interest in any such business ventures to the Partnership, any Limited Partner, or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person. In deciding whether to take any actions in such capacity, the Limited Partners and their respective Affiliates shall be under no obligation to consider the separate interests of the Partnership or its subsidiaries Subsidiary Entities and to the maximum extent permitted by applicable law shall have no fiduciary duties or similar obligations to the Partnership or any other Partners, or to any subsidiary of the PartnershipSubsidiary Entities, and shall not be liable for monetary damages for losses sustained, liabilities incurred or benefits not derived by the other Partners in connection with such acts except for liability for fraud, willful misconduct intentional harm or gross negligence.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6 hereof and any other agreements entered into by a Limited Partner or any of its Affiliates with the a General Partner, the Partnership Partnership, the A-1 Series or a Subsidiary any Affiliate thereof (including, without limitation, any employment agreement), any Limited Partner and any Assignee, officer, director, manager, employee, agent, trustee, Affiliate, member member, or stockholder 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 the agreements, referenced in the first sentence of this Section 8.03, 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)Person, and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6 7.06(d) hereof and any other agreements entered into by a Limited Partner or its Affiliates with the REIT General Partner and the Fortis General Partner, the Partnership Partnership, the A-1 Series or a Subsidiaryany Affiliate thereof, to offer any interest in any such business ventures to the Partnership, any Limited Partner, the A-1 Series or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner Partner, the A-1 Series or such other Person, could be taken by such Person. In deciding whether to take any actions in such capacityTo the fullest extent permitted by law, the Limited Partners and their respective Affiliates shall Partnership hereby renounces any interest or expectancy in, or right to be under no obligation offered an opportunity to consider participate in, any business opportunity (which, for purposes of this Section 8.03, includes any investment or business opportunity or potential transaction or matter, including without limitation those that might be the separate interests of same as or similar to the Partnership's or its Affiliates' business or activities) which may be a corporate opportunity for the Partnership or any of its subsidiaries and Affiliates. In the event that any Limited Partner or Affiliate acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for the Partnership or any of its Affiliates, such Person shall, to the maximum fullest extent permitted by applicable law shall law, have no fiduciary duties duty to communicate or similar obligations offer such transaction or other business opportunity to the Partnership or any other Partnersof its Affiliates and, or to any subsidiary of the Partnershipfullest extent permitted by law, and shall not be liable to the Partnership or its Partners or interestholders or to any Affiliate of the Partnership for monetary damages breach of any fiduciary duty as a equityholder, limited partner or officer of the Partnership solely by reason of the fact that such Person pursues or acquires such corporate opportunity for losses sustaineditself, liabilities incurred herself or benefits not derived by the other Partners in connection with himself, or offers or directs such acts except for liability for fraud, willful misconduct or gross negligencecorporate opportunity to another Person.

Outside Activities of Limited Partners. Subject To the fullest extent permitted by law and notwithstanding any other provision of this Agreement or any other agreement contemplated herein or applicable provisions of law or equity or otherwise, subject to any agreements entered into pursuant to Section 7.6 hereof and any other agreements entered into by a Limited Partner or any of its Affiliates with the General Partner, the Partnership or a Subsidiary (including, without limitation, any employment agreement), any Limited Partner (including, subject to Section 7.5 hereof, the Special Limited Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or 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 To the fullest extent permitted by law and notwithstanding any other provision of this Agreement or any other agreement contemplated herein or applicable provisions of law or equity or otherwise, 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, NY\6167084.9 to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6 hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership or a Subsidiary, to offer any interest in any such business ventures to the Partnership, any Limited Partner, or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person. In deciding whether to take Notwithstanding any actions in such capacityother provision of this Agreement, the Limited Partners and their respective Affiliates shall be under no obligation to consider the separate interests or any other agreement contemplated herein or applicable provisions of the Partnership law or its subsidiaries and equity or otherwise, to the maximum fullest extent permitted by applicable law shall have no fiduciary duties law, including without limitation Section 7.1.A and Section 7.5, one or more Affiliates of the Special Limited Partner may own membership interests or similar obligations to equity interests in one or more Subsidiaries, provided that the Partnership or any other Partners, or to any subsidiary aggregate amount of such interests owned by the Affiliates of the Partnership, and Special Limited Partner in any one Subsidiary shall not be liable for monetary damages for losses sustained, liabilities incurred exceed 5% of such Subsidiary’s outstanding membership or benefits not derived by the other Partners in connection with such acts except for liability for fraud, willful misconduct or gross negligencesimilar equity interests.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6 hereof 7.5 of this Agreement and any other agreements entered into by a Limited Partner or any of its Affiliates with the General Partner, the Partnership or a Subsidiary (including, without limitation, any employment agreement)Subsidiary, any Limited Partner and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or 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 such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6 hereof 7.5 of this Agreement and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership or a Subsidiary, to offer any interest in any such business ventures to the Partnership, any Limited Partner, or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person. In deciding whether to take any actions in such capacity, the Limited Partners and their respective Affiliates shall be under no obligation to consider the separate interests of the Partnership or its subsidiaries and to the maximum extent permitted by applicable law shall have no fiduciary duties or similar obligations to the Partnership or any other Partners, or to any subsidiary of the Partnership, and shall not be liable for monetary damages for losses sustained, liabilities incurred or benefits not derived by the other Partners in connection with such acts except for liability for knowing and intentional fraud, willful misconduct or gross negligence.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6 hereof and any other agreements entered into by a Limited Partner or any of its Affiliates with the General Partner, the Partnership or a Subsidiary (including, without limitation, any employment agreement), any Limited Partner and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or 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)Person, and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6 hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership or a Subsidiary, to offer any interest in any such business ventures to the Partnership, any Limited Partner, or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person. In deciding whether to take any actions in such capacity, the Limited Partners and their respective Affiliates shall be under no obligation to consider the separate interests of the Partnership or its subsidiaries and to the maximum extent permitted by applicable law shall have no fiduciary duties or similar obligations to the Partnership or any other Partners, or to any subsidiary of the Partnership, and shall not be liable for monetary damages for losses sustained, liabilities incurred or benefits not derived by the other Partners in connection with such acts except for liability for fraud, willful misconduct or gross negligence.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 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 or a Subsidiary (including, without limitation, any employment agreement), any Limited Partner and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or stockholder 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 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 hereof and any other agreements entered into by a Limited Partner or its Affiliates with the Managing General Partner, the Partnership or a Subsidiary, to offer any interest in any such business ventures to the Partnership, any Limited Partner, or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person. In deciding whether to take Notwithstanding any actions in such capacityother provision of this Agreement, the Limited Partners including without limitation Section 7.1.A and their respective Section 7.5, one or more Affiliates shall be under no obligation to consider the separate interests of the Partnership or its subsidiaries and to the maximum extent permitted by applicable law shall have no fiduciary duties Special Limited Partner may own membership interests or similar obligations to equity interests in one or more Subsidiaries, provided that the Partnership or any other Partners, or to any subsidiary aggregate amount of such interests owned by the Affiliates of the Partnership, and Special Limited Partner in any one Subsidiary shall not be liable for monetary damages for losses sustainedexceed 5% of such Subsidiary's outstanding membership or similar equity interests and provided further that, liabilities incurred at or benefits not derived promptly following the acquisition by such Affiliates of the other Partners in connection with Special Limited Partner of such acts except for liability for fraudinterests, willful misconduct or gross negligencesuch interest(s) are listed as Excluded Properties on Exhibit E hereto.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 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 or a Subsidiary (including, without limitation, any employment agreement), any Limited Partner (including, subject to Section 7.5 hereof, the Special Limited Partner) and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or stockholder 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 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 hereof and any other agreements entered into by a Limited Partner or its Affiliates with the Managing General Partner, the Partnership or a Subsidiary, to offer any interest in any such business ventures to the Partnership, any Limited Partner, or any such other Person, even if 42 such opportunity is of a character that, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person. In deciding whether to take Notwithstanding any actions in such capacityother provision of this Agreement, the Limited Partners including without limitation Section 7.1.A and their respective Section 7.5, one or more Affiliates shall be under no obligation to consider the separate interests of the Partnership or its subsidiaries and to the maximum extent permitted by applicable law shall have no fiduciary duties Special Limited Partner may own membership interests or similar obligations to equity interests in one or more Subsidiaries, provided that the Partnership or any other Partners, or to any subsidiary aggregate amount of such interests owned by the Affiliates of the Partnership, and Special Limited Partner in any one Subsidiary shall not be liable for monetary damages for losses sustainedexceed 5% of such Subsidiary's outstanding membership or similar equity interests and provided further that, liabilities incurred at or benefits not derived promptly following the acquisition by such Affiliates of the other Partners in connection with Special Limited Partner of such acts except for liability for fraudinterests, willful misconduct or gross negligencesuch interest(s) are listed as Excluded Properties on Exhibit C hereto.

Outside Activities of Limited Partners. Subject Notwithstanding anything contained in this Agreement or under applicable principles of Law to the contrary (to the fullest extent permitted by applicable Law), but subject to any written agreements entered into pursuant to Section 7.6 7.06(e) hereof and any other written agreements entered into by a Limited Partner or any of its Affiliates with the General Partner, the Partnership Partnership, Parent or a Subsidiary any Affiliate thereof (including, without limitation, any employment agreement), any Limited Partner and any AssigneeAssignee or Affiliate thereof, any officer, director, employee, agent, trustee, Affiliate, member member, manager, partner or stockholder shareholder of any Limited Partner shall be entitled to and (A) may have business interests and engage in or possess an interest in other business activities in addition ventures of any nature and description (whether similar or dissimilar to those relating to the business of the Partnership or and Subsidiary), independently or with others, and none of the Partnership, including business interests any Subsidiary, any such other Partner or any of their respective Affiliates shall have any right by virtue of this Agreement in or to any such investment or interest of the Limited Partners or any of their respective Affiliates to any income or profits derived therefrom and activities that are in direct the pursuit of any such venture shall not be deemed wrongful or indirect competition with improper, and (B) shall not be obligated to present any investment opportunity to the Partnership or that are enhanced any Subsidiary even if such opportunity is of a character that, if presented to the Partnership or any Subsidiary, could be taken by the activities Partnership or such Subsidiary, and (ii) the Partners and the Partnership waive (and the Partnership shall cause the Subsidiaries to waive) any fiduciary or other duty of the PartnershipPartners not expressly set forth in this Agreement, including fiduciary or other duties that may be related to or associated with self-dealing, corporate opportunities or otherwise, in each case so long as such Person acts in a manner consistent with this Agreement. 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 7.06(e) hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership or a Subsidiaryany Affiliate thereof, to offer any interest in any such business ventures to the Partnership, any Limited Partner, Partner or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person. In deciding whether to take any actions in such capacity, the Limited Partners and their respective Affiliates shall be under no obligation to consider the separate interests of the Partnership or its subsidiaries and to the maximum extent permitted by applicable law shall have no fiduciary duties or similar obligations to the Partnership or any other Partners, or to any subsidiary of the Partnership, and shall not be liable for monetary damages for losses sustained, liabilities incurred or benefits not derived by the other Partners in connection with such acts except for liability for fraud, willful misconduct or gross negligence.

Outside Activities of Limited Partners. Subject to any -------------------------------------- agreements entered into pursuant to Section 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 or a Subsidiary (including, without limitation, any employment agreement), any Limited Partner and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or stockholder 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 Managing General Partner, to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6 hereof and any other agreements entered into by a Limited Partner or its Affiliates with the Managing General Partner, the Partnership or a Subsidiary, to offer any interest in any such business ventures to the Partnership, any Limited Partner, any Investor or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person. In deciding whether to take Notwithstanding any actions in such capacityother provision of this Agreement, the Limited Partners including without limitation Section 7.1.A and their respective Section 7.5, one or more Affiliates shall be under no obligation to consider the separate of WEA may own membership interests of the Partnership or its subsidiaries and to the maximum extent permitted by applicable law shall have no fiduciary duties or similar obligations to equity interests in one or more Subsidiaries, provided that the Partnership or aggregate amount of such interests owned by the Affiliates of WEA in any other Partners, or to any subsidiary of the Partnership, and one Subsidiary shall not be liable for monetary damages for losses sustainedexceed 5% of such Subsidiary's outstanding membership or similar equity interests and provided further that, liabilities incurred at or benefits not derived promptly following the acquisition by the other Partners in connection with such acts except for liability for fraudAffiliates of WEA of such interests, willful misconduct or gross negligencesuch interest(s) are listed as Excluded Properties on Exhibit G hereto.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6 hereof and any other agreements entered into by a Limited Partner or any of its Affiliates with the General Partner, the Partnership or a Subsidiary (including, without limitation, any employment agreement), any Limited Partner and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or 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 such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6 hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership or a Subsidiary, to offer any interest in any such business ventures to the Partnership, any Limited Partner, or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person. In deciding whether to take any actions in such capacity, the Limited Partners and their respective Affiliates shall be under no obligation to consider the separate interests of the Partnership or its subsidiaries Subsidiary Entities and to the maximum extent permitted by applicable law shall have no fiduciary duties or similar obligations to the Partnership or any other Partners, or to any subsidiary of the PartnershipSubsidiary Entities, and shall not be liable for monetary damages for losses sustained, liabilities LA\4346025.6 incurred or benefits not derived by the other Partners in connection with such acts except for liability for fraud, willful misconduct intentional harm or gross negligence.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6 hereof and any other agreements entered into by a Limited Partner or any of its Affiliates with the General Partner, the Partnership or a Subsidiary (including, without limitation, any employment agreement), any Limited Partner and any Assignee, officer, director, employee, agent, trustee, Affiliate, member or 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 such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6 hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership or a Subsidiary, to offer any interest in any such business ventures to the Partnership, any Limited Partner, or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person. In deciding whether to take any actions in such capacity, the Limited Partners and their respective Affiliates shall be under no obligation to consider the separate interests of the Partnership or its subsidiaries Subsidiary Entities and to the maximum extent permitted by applicable law shall have no fiduciary duties or similar obligations to the Partnership or any other Partners, or to any subsidiary of the PartnershipSubsidiary Entities, and shall not be liable for monetary damages for losses sustained, liabilities LA\4346025.7 incurred or benefits not derived by the other Partners in connection with such acts except for liability for fraud, willful misconduct intentional harm or gross negligence.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6 hereof and any other agreements entered into by a Limited Partner or any of its Affiliates with the General Partner, the Partnership or a Subsidiary (including, without limitation, any employment agreement), any Limited Partner and any Assigneeof its Affiliates and any of its or their respective Assignees, officerofficers, directordirectors, employeeemployees, agentagents, trusteetrustees, Affiliate, member members or stockholder of any Limited Partner stockholders 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 REIT Limited Partner, to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6 hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership or a Subsidiary, to offer any interest in any such business ventures to the Partnership, any Limited Partner, or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person. In deciding whether to take any actions in such capacity, the Limited Partners and their respective Affiliates shall be under no obligation to consider the separate interests of the Partnership or its subsidiaries and to the maximum extent permitted by applicable law shall have no fiduciary duties or similar obligations to the Partnership or any other Partners, or to any subsidiary of the Partnership, and shall not be liable for monetary damages for losses sustained, liabilities incurred or benefits not derived by the other Partners in connection with such acts except for liability for fraud, willful misconduct or gross negligence.

Outside Activities of Limited Partners. Subject to any agreements entered into pursuant to Section 7.6 hereof and any other agreements entered into by a Limited Partner or any of its Affiliates with the General Partner, the Partnership or a Subsidiary of the General Partner or the Partnership (including, without limitation, any employment agreement), any Limited Partner and any Assignee, officer, director, employee, agent, Affiliate, member, manager, partner, trustee, Affiliateshareholder, member representative or 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 General Partner, the Partnership or any Subsidiary of the General Partner or the Partnership, including business interests and activities that are in direct or indirect competition with the General Partner, the Partnership or any Subsidiary of the General Partner or the Partnership or that are enhanced by the activities of the General Partner, the Partnership or any Subsidiary of the General Partner or 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 such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6 hereof and any other agreements entered into by a Limited Partner or its Affiliates with the General Partner, the Partnership or a Subsidiaryany Subsidiary of the General Partner or the Partnership, to offer any interest in any such business ventures to the Partnership or any Subsidiary of the Partnership, any Limited Partner, or any such other Person, even if such opportunity is of a character that, if presented to the Partnership or any Subsidiary of the Partnership, any Limited Partner or such other Person, could be taken by such Person. In deciding whether to take any actions in such capacity, the Limited Partners and their respective Affiliates shall be under no obligation to consider the separate interests of the Partnership Partnership, the General Partner or its their respective subsidiaries and to the maximum extent permitted by applicable law shall have no fiduciary duties or similar obligations to the Partnership or any other Partners, or to any subsidiary Subsidiary of the Partnership, and shall not be liable for monetary damages for losses sustained, liabilities incurred or benefits not derived by the other Partners in connection with such acts except for liability for fraud, willful misconduct or gross negligence.