Hines

The Advisor's aggregate liability to the Company under this Agreement is capped at the total amount of fees actually received, limiting recourse available to the Company and its investors.

“IN NO EVENT WILL ADVISOR'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EVER EXCEED THE TOTAL AMOUNT OF FEES IT ACTUALLY RECEIVES FROM THE COMPANY PURSUANT TO ARTICLE 9.”

Any Affiliate of the General Partner may be employed or retained by the Partnership and may deal with the Partnership in any capacity (buyer, lessor, lessee, manager, broker, lender, etc.) at compensation determined by the GP to be 'fair and reasonable,' creating ongoing self-dealing risk without independent review requirements.

“Any Affiliate of the General Partner may be employed or retained by the Partnership and may otherwise deal with the Partnership (whether as a buyer, lessor, lessee, manager, furnisher of goods or services, broker, agent, lender or otherwise) and may receive from the Partnership any compensation, price, or other payment therefor which the General Partner determines to be fair and reasonable.”

Affiliates of the General Partner may be employed or retained by the Partnership in any capacity (buyer, manager, broker, lender, etc.) and receive compensation that the General Partner alone determines to be fair and reasonable, creating a conflict of interest with no independent approval requirement in the LP Agreement.

“Any Affiliate of the General Partner may be employed or retained by the Partnership and may otherwise deal with the Partnership (whether as a buyer, lessor, lessee, manager, furnisher of goods or services, broker, agent, lender or otherwise) and may receive from the Partnership any compensation, price, or other payment therefor which the General Partner determines to be fair and reasonable.”

The General Partner and its Affiliates are expressly permitted to engage in business activities substantially similar or identical to those of the Partnership, including competing real estate acquisitions, with no obligation to offer those opportunities to the Partnership or Limited Partners.

“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 substantially similar or identical to those of the Partnership. Neither the Partnership nor any of the Limited Partners shall have any rights by virtue of this Agreement in any such business ventures, interests or activities. 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 such business ventures, interests or activities, and the General Partner shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures, interests and activities to the Partnership or any Limited Partner, even if such opportunity is of a character which, if presented to the Partnership or any Limited Partner, could be taken by such Person.”

The General Partner and its officers/directors/affiliates are expressly permitted to engage in business activities substantially similar or identical to the Partnership's business, with no obligation to offer such opportunities to the Partnership or its Limited Partners.

“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 substantially similar or identical to those of the Partnership. Neither the Partnership nor any of the Limited Partners shall have any rights by virtue of this Agreement in any such business ventures, interests or activities... the General Partner shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures, interests and activities to the Partnership or any Limited Partner, even if such opportunity is of a character which, if presented to the Partnership or any Limited Partner, could be taken by such Person.”

The General Partner expressly states it is under no obligation to consider the separate interests of Limited Partners and, where conflicts between shareholders and LPs cannot be resolved without adversely affecting one group, will resolve in favor of shareholders. The GP is not liable for losses sustained by LPs in connection with such decisions.

“the General Partner is under no obligation to consider the separate interests of the Limited Partners (including, without limitation, the tax consequences to Limited Partners or the tax consequences of some, but not all, of the Limited Partners) in deciding whether to cause the Partnership to take (or decline to take) any actions. In the event of a conflict between the interests of its shareholders on one hand and the Limited Partners on the other, the General Partner shall endeavor in good faith to resolve the conflict in a manner not adverse to either its shareholders or the Limited Partners; provided, however, that for so long as the General Partner directly owns a controlling interest in the Partnership, any such conflict that the General Partner, in its sole and absolute discretion, determines cannot be resolved in a manner not adverse to either its shareholders or the Limited Partner shall be resolved in favor of the shareholders.”

The Advisor and its Affiliates may engage in other investment activities and manage other programs, and are not obligated to present any particular investment opportunity to the Company, creating potential conflicts of interest in investment allocation.

“neither the Advisor nor any Affiliate of the Advisor shall be obligated generally to present any particular investment opportunity to the Company even if the opportunity is of character which, if presented to the Company, could be taken by the Company. In the event an investment opportunity is located, the allocation procedure set forth under the caption 'Conflicts of Interest--Competitive Activities of Hines and its Affiliates' in any Prospectus (as may be amended from time to time) shall govern the allocation of the opportunity among the Company and Affiliates of the Advisor.”