would have otherwise been used to reduce an Opt Out Partner's portion of the Management Fee will instead be used to reduce that portion of the Management Fee attributable to the Limited Partners that are not Opt Out Partners for the relevant penod. The General Partner shall report to the Advisory Committee the amount of all fees received (including directors' fees) on a semiannual basis.
(c) The General Partner can at any time appoint one of its Affiliates to perform management and supervisory services to the Partnership and to receive all or any part of the Management Fee or other fees described in Section 9.9(b); provided that the Managing Directors must at all times own at least a majority of the class of the equity voting securities (whether the same be stock, partnership or member interests, or other ownership interests) of such Affiliate. The General Partner may, in accordance with the provisions and procedures set forth in Annex A hereto (which is incorporated herein by reference), elect to forego a portion of the Management Fees to which it would be entitled under this Section 9.9 and, in lieu of receiving such portion of the Management Fees, have its cash Capital Contribution obligations pursuant to Section 7.1 be reduced by an offsetting amount.
9.10 Unrelated Business Taxable Income. The General Partner will use its reasonable best efforts to (a) insure that no Limited Partner, or partner or member of a Limited Partner, that is exempt from income taxation under Section 501(a) of the Code shall, as the result of the activities of the Partnership, be deemed to have UBTI, and (b) cause the Partnership not to acquire debt-financed property within the meaning of Section 514(b) of the Code. The Partnership will not invest in a partnership or other pass-through entity unless such entity has a prohibition substantially equivalent to that in the foregoing sentence or the General Partner receives assurance in some other manner that such entity will abide by substantially equivalent restnctions. If the General Partner recognizes that a prospective item of cash income that would be received by the Partnership would constitute UBTI, and if at the time of such recognition the General Partner can legally cause this item of income to be shifted to, and included for tax purposes in the gross income of, the General Partner rather than be