General Partner. The General Partner shall be the sole manager of the Partnership business, and shall have the right and power to make all decisions and take any and every action with respect to the property, the business and affairs of the Partnership and shall have all the rights, power and authority generally conferred by law, or necessary, advisable or consistent with accomplishing the purposes of the Partnership. All such decisions or actions made or taken by the General Partner hereunder shall be binding upon all of the Partners and the Partnership. The powers of the General Partner to manage the Partnership business shall include, without limitation, the power and authority to:

General Partner. In no event may the General Partner at any time assign, sell, transfer, pledge, hypothecate or otherwise dispose of all or any portion of its Partnership Interest, except by operation of law and in a manner consistent with the rights of other Partners.

General Partner Participation. The General Partner agrees that all business activities of the General Partner, including activities pertaining to the acquisition, development or ownership of Properties,

General Partner Loans. The General Partner, on behalf of the Partnership, may obtain any Additional Funds by causing the Partnership to incur Debt with the Previous General Partner, the General Partner or the Special Limited Partners (each, a “General Partner Loan”) if # such Debt is, to the extent permitted by law, on substantially the same terms and conditions (including interest rate, repayment schedule, and conversion, redemption, repurchase and exchange rights) as Funding Debt incurred by the Previous General Partner, the General Partner or the Special Limited Partners, the net proceeds of which are loaned to the Partnership to provide such Additional Funds, or # such Debt is on terms and conditions no less favorable to the Partnership than would be available to the Partnership from any third party; provided, however, that the Partnership shall not incur any such Debt if # a breach, violation or default of such Debt would be deemed to occur by virtue of the Transfer of any Partnership Interest, or # such Debt is recourse to any Partner (unless the Partner otherwise agrees).

General Partner Audit Rights. On an annual basis during the Term, the General Partner shall have the right, at the General Partner’s sole expense, to # review and copy the books and records maintained by DMI relating to the provision of the Services and # audit, examine and make copies of or extracts from the books and records of DMI to the extent necessary to verify the performance by DMI of its obligations under this Agreement (collectively, the “DM Audit Right”). The General Partner shall # exercise the Audit Right only upon reasonable written notice to DMI and during normal business hours and # use its reasonable efforts to conduct the DMI Audit Right in such a manner as to minimize the inconvenience and disruption to DMI.

Except as provided in this Section 6.5 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions, payments, and allocations to which it

Liability of General Partner. The General Partner shall not be liable or accountable, in damages or otherwise, to the Partnership or to any other Partner for any error of judgment or for any mistakes of fact or law or for anything which it may do or refrain from doing hereafter in connection with the business and affairs of the Partnership except # in the case of fraud, willful misconduct (such as an intentional breach of fiduciary duty or an intentional breach of this Agreement) or gross negligence, and # for other breaches of this Agreement, but the liability of the General Partner under this clause (ii) shall be limited to its interest in the Partnership as more particularly provided for in Section 9.8 below. The General Partner shall not have any personal liability for the return of any Limited Partner’s capital.

General Partner with Interest as Limited Partner. If the General Partner ever has an interest as a Limited Partner in the Partnership, the General Partner shall, with respect to such interest, enjoy all of the rights and be subject to all of the obligations and duties of a Limited Partner.

On the date hereof, and upon its execution and delivery of a counterpart to this Agreement, # each of the Persons identified as a limited partner of the Partnership on Exhibit A to this Agreement is upon its delivery to the Partnership of its initial Capital Contribution, such initial Capital Contribution specified on Exhibit A of this Agreement pursuant to Section 4.1, hereby admitted to the Partnership as a limited partner of the Partnership, and # the General Partner is hereby admitted to the Partnership as general partner of the Partnership. Immediately following the admission of the General Partner as the general partner, the Initial General Partner, by its execution and delivery of a counterpart of this Agreement, shall withdraw and be deemed withdrawn from the Partnership and shall have no further or continuing interest in the Partnership. By execution and delivery of a counterpart of this Agreement, the Initial Limited Partner’s Partnership Units shall be redeemed and the Initial Limited Partner shall have no further or continuing interest in the Partnership. Each Limited Partner being admitted to the Partnership from time to time after the date hereof shall be deemed admitted to the Partnership as a limited partner of the Partnership upon such Limited Partner’s execution and delivery of a counterpart to this Agreement and delivery to the Partnership of its initial Capital Contribution, such initial Capital Contribution specified on Exhibit A of this Agreement pursuant to Section 4.1.

On the date hereof, and upon its execution and delivery of a counterpart to this Agreement, # each of the Persons identified as a limited partner of the Partnership on Exhibit A to this Agreement is upon its delivery to the Partnership of its initial Capital Contribution, such initial Capital Contribution specified on Exhibit A of this Agreement pursuant to Section 4.1, hereby admitted to the Partnership as a limited partner of the Partnership, and # the General Partner is hereby admitted to the Partnership as general partner of the Partnership. Immediately following the admission of the General Partner as the general partner, the Initial General Partner, by its execution and delivery of a counterpart of this Agreement, shall withdraw and be deemed withdrawn from the Partnership and shall have no further or continuing interest in the Partnership. By execution and delivery of a counterpart of this Agreement, the Initial Limited Partner’s Partnership Units shall be redeemed and the Initial Limited Partner shall have no further or continuing interest in the Partnership. Each Limited Partner being admitted to the Partnership from time to time after the date hereof shall be deemed admitted to the Partnership as a limited partner of the Partnership upon such Limited Partner’s execution and delivery of a counterpart to this Agreement and delivery to the Partnership of its initial Capital Contribution, such initial Capital Contribution specified on Exhibit A of this Agreement pursuant to Section 4.1.