Common use of Other Matters Concerning the Managing General Partner Clause in Contracts

Other Matters Concerning the Managing General Partner. A. The Managing General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. B. The Managing General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers, architects, engineers, environmental consultants and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such Persons as to matters that the Managing General Partner reasonably believes to be within such Person's professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion. C. The Managing General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the Managing General Partner in the power of attorney, have full power and authority to do and perform all and every act and duty that is permitted or required to be done by the Managing General Partner hereunder. D. Notwithstanding any other provision of this Agreement or the Act, any action of the Managing General Partner on behalf of the Partnership or any decision of the Managing General Partner to refrain from acting on behalf of the Partnership, undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of WEA to continue to qualify as a REIT, (ii) for WEA otherwise to satisfy the REIT Requirements, (iii) to avoid WEA incurring any taxes under Code Section 857 or Code Section 4981 or (iv) for any Special Limited Partner to continue to qualify as a "qualified REIT subsidiary" (within the meaning of Code Section 856(i)(2)), is expressly authorized under this Agreement and is deemed approved by all of the Limited Partners.

Other Matters Concerning the Managing General Partner. A. The Managing General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture debenture, or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. B. The Managing General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers, architects, engineers, environmental consultants bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such Persons as to matters that the which such Managing General Partner reasonably believes to be within such Person's professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion. C. The Managing General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the Managing General Partner in the power of attorney, have full power and authority to do and perform all and every act and duty that which is permitted or required to be done by the Managing General Partner hereunder. D. Notwithstanding any other provision provisions of this Agreement or any non- mandatory provision of the Act, any action of the Managing General Partner on behalf of the Partnership or any decision of the Managing General Partner to refrain from acting on behalf of the Partnership, undertaken in the good faith belief that such action or omission is necessary or advisable in order (i1) to protect the ability of WEA to continue to qualify as a REIT, (ii) for WEA otherwise to satisfy the REIT Requirements, (iii) to avoid WEA incurring any taxes under Code Section 857 or Code Section 4981 or (iv) for any Special Limited Managing General Partner to continue to qualify as a "qualified REIT subsidiary" or (within 2) to avoid the meaning Managing General Partner incurring any taxes under Section 857 or Section 4981 of Code Section 856(i)(2))the Code, is expressly authorized under this Agreement and is deemed approved by all of the Limited Partners.