Common use of Authority of General Partner Clause in Contracts

Authority of General Partner. (a) The General Partner shall have sole and exclusive authority to manage the operations and affairs of the Partnership and to make all decisions regarding the business of the Partnership. No Limited Partner shall participate in the management or control of the Partnership's business, nor shall it have the power to act for or bind the Partnership, such powers being vested solely and exclusively in the General Partner, except as otherwise specifically provided herein. It is understood and agreed that the General Partner shall have all of the rights and powers of a general partner provided under the Act and by this Agreement, and as otherwise provided by law, and any action taken by the General Partner shall constitute the act of and serve to bind the Partnership. Persons dealing with the Partnership are entitled to rely conclusively on the power and authority of the General Partner as set forth in this Agreement. (b) Notwithstanding the foregoing, without the affirmative vote of 100% of the constituent members of the General Partner, the General Partner will not take, or acquiesce in, and only the General Partner (and not any Limited Partner) shall have any right to take, any action to cause the Partnership to (i) merge or consolidate with or into any Person, (ii) act other than the Partnership's own name and through the General Partner, (iii) dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent, (iv) consent to the institution of bankruptcy or insolvency proceedings against it, (v) file a petition seeking, or consent to, reorganization or relief under any applicable federal or state law relating to bankruptcy, (vi) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Partnership or all or a substantial part of its property, (vii) make any assignment for the benefit of its creditors, (viii) admit in writing its inability to pay its debts generally as they become due, (ix) institute or join in any institution of any bankruptcy, insolvency, liquidation, arrangement or reorganization proceeding or other proceedings under any federal or state law, against any entity in which the Partnership holds an ownership interest, or (x) take any corporate action or partnership action in furtherance of the actions enumerated in clauses (i) through (ix) above; provided, however, that the General Partner shall in no event consent to the institution of bankruptcy or insolvency proceedings against the Partnership so long as the Partnership is solvent. In the event of the insolvency of the Partnership and with regard to any action contemplated by the preceding sentence, the General Partner will not owe a fiduciary duty to any Limited Partner (except as may be specifically required by applicable law), but the General Partner's fiduciary duty with regard to such action shall be owed, to the fullest extent permitted by applicable law, instead to the creditors of the Partnership. (c) The General Partner shall not, and shall not allow the Partnership otherwise to (i) commingle any funds or other assets of the Partnership with the funds or assets of any other Person (ii) perform the obligations of another Person, (iii) guarantee the obligations of another Person, (iv) pledge the assets of another Person, or (v) enter into transactions with any Person except as specifically authorized and contemplated in this Agreement, the Trust Agreement and the agreements related to a Securitization. The Partnership shall (A) conduct business in its own name and hold itself out as a separate entity, (B) maintain a separate office location or, if the Partnership shares office space with others, pay its fair allocable share of overhead costs and (C) observe all organizational formalities. The bank accounts, financial and accounting books, records and financial statements of the Partnership shall be maintained separate from those of every other Person. All obligations and indebtedness of any kind incurred by the Partnership shall be paid from the assets of the Partnership and the Partnership's assets shall not be used to pay any obligation or indebtedness of any other Person, other than certain expenses, obligations or indebtedness of the Trust, Securitization Trust and trustee of any of the foregoing with respect to transactions of or with respect to such Trust or Securitization Trust. (d) The General Partner is hereby authorized to delegate to one or more other Persons any of its rights and powers to manage and control the business and affairs of the Partnership, including to delegate to agents and employees of the General Partner or the Partnership, and to delegate by a management agreement or another agreement with, or otherwise to, other Persons. Such delegation by the General Partner shall not cause the General Partner to cease to be a general partner of the Partnership.

Authority of General Partner. (a) The General Partner shall have sole and exclusive authority to manage the operations and affairs of the Partnership and to make all decisions regarding the business of the Partnership. No Limited Partner shall participate in the management or control of the Partnership's business, nor shall it have the power to act for or bind the Partnership, such powers being vested solely and exclusively in the General Partner, except as otherwise specifically provided herein. It is understood and agreed that the General Partner shall have all of the rights and powers of a general partner provided under the Act and by this Agreement, and as otherwise provided by law, and any action taken by the General Partner shall constitute the act of and serve to bind the Partnership. Persons dealing with the Partnership are entitled to rely conclusively on the power and authority of the General Partner as set forth in this Agreement. (b) Notwithstanding the foregoing, without the affirmative vote of 100% of the constituent members of the General Partner, the General Partner will not take, or acquiesce in, and only the General Partner (and not any Limited Partner) shall have any right to take, any action to cause the Partnership to (i) merge or consolidate with or into any Person, (ii) act other than in the Partnership's own name and through the General Partner, (iii) dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent, (iv) consent to the institution of bankruptcy or insolvency proceedings against it, (v) file a petition seeking, or consent to, reorganization or relief under any applicable federal or state law relating to bankruptcy, (vi) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Partnership or all or a substantial part of its property, (vii) make any a general assignment for the benefit of its creditors, (viii) admit in writing its inability to pay its debts generally as they become due, (ix) institute or join in any institution of any bankruptcy, insolvency, liquidation, arrangement or reorganization proceeding proceeding, or other similar proceedings under any federal or state law, against any entity in which the Partnership holds an ownership interest, or (x) take any corporate action or partnership action in furtherance of the actions enumerated in clauses (i) through (ix) above; provided, however, that the General Partner shall in no event consent to the institution of bankruptcy or insolvency proceedings against the Partnership so long as the Partnership is solvent. In the event of the insolvency of the Partnership and with regard to any action contemplated by the preceding sentence, the General Partner will not owe a fiduciary duty to any Limited Partner (except as may be specifically required by applicable law), but the General Partner's fiduciary duty with regard to such action shall be owed, to the fullest extent permitted by applicable law, instead to the creditors of the Partnership. (c) The General Partner shall not, and shall not allow the Partnership otherwise to to, (i) commingle any funds or other assets of the Partnership with the funds or assets of any other Person or (ii) perform the obligations of another Person, (iii) guarantee the obligations of another Person, (iv) pledge the assets of another Person, or (v) enter into transactions with any Person except as specifically authorized and or contemplated in by this Agreement, the Origination Trust Agreement and the agreements related to a Securitization. The Partnership shall (A) conduct business in its own name and hold itself out as a separate entity, (B) maintain a separate office location or, if the Partnership shares office space with others, pay its fair allocable share of overhead costs and (C) observe all organizational formalities. The bank accounts, financial and accounting books, records and financial statements of the Partnership shall be maintained separate from those of every other Person. All obligations and indebtedness of any kind incurred by the Partnership shall be paid from the assets of the Partnership and the Partnership's assets shall not be used to pay any obligation or indebtedness of any other Person, other than certain expenses, obligations or indebtedness of the Trust, Securitization Trust and trustee of any of the foregoing with respect to transactions of or with respect to such Trust or Securitization Trust. (d) The General Partner is hereby authorized to delegate to one or more other Persons any of its rights and powers to manage and control the business and affairs of the Partnership, including to delegate to agents and employees of the General Partner or the Partnership, and to delegate by a management agreement or another agreement with, or otherwise to, other Persons. Such delegation by the General Partner shall not cause the General Partner to cease to be a general partner of the Partnership.a

Authority of General Partner. (a) The General Partner shall have sole and exclusive authority to manage the operations and affairs of the Partnership and to make all decisions regarding the business of the Partnership. No Limited Partner shall participate in the management or control of the Partnership's business, nor shall it have the power to act for or bind the Partnership, such powers being vested solely and exclusively in the General Partner, except as otherwise specifically provided herein. It is understood and agreed that the General Partner shall have all of the rights and powers of a general partner provided under the Act and by this Agreement, and as otherwise provided by law, and any action taken by the General Partner shall constitute the act of and serve to bind the Partnership. Persons dealing with the Partnership are entitled to rely conclusively on the power and authority of the General Partner as set forth in this Agreement. (b) Notwithstanding the foregoing, without the affirmative vote of 100% of the constituent members of the General Partner, the General Partner will not take, or acquiesce in, and only the General Partner (and not any Limited Partner) shall have any right to take, any action to cause the Partnership to (i) merge or consolidate with or into any Person, (ii) act other than in the Partnership's own name and through the General Partner, (iii) dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent, (iv) consent to the institution of bankruptcy or insolvency proceedings against it, (v) file a petition seeking, or consent to, reorganization or relief under any applicable federal or state law relating to bankruptcy, (vi) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Partnership or all or a substantial part of its property, (vii) make any a general assignment for the benefit of its creditors, (viii) admit in writing its inability to pay its debts generally as they become due, (ix) institute or join in any institution of any bankruptcy, insolvency, liquidation, arrangement or reorganization proceeding proceeding, or other similar proceedings under any federal or state law, against any entity in which the Partnership holds an ownership interest, or (x) take any corporate action or partnership action in furtherance of the actions enumerated in clauses (i) through (ix) above; provided, however, that the General Partner shall in no event consent to the institution of bankruptcy or insolvency proceedings against the Partnership so long as the Partnership is solvent. In the event of the insolvency of the Partnership and with regard to any action contemplated by the preceding sentence, the General Partner will not owe a fiduciary duty to any Limited Partner (except as may be specifically required by applicable law), but the General Partner's fiduciary duty with regard to such action shall be owed, to the fullest extent permitted by applicable law, instead to the creditors of the Partnership. (c) The General Partner shall not, and shall not allow the Partnership otherwise to (i) commingle any funds or other assets of the Partnership with the funds or assets of any other Person (ii) perform the obligations of another Person, (iii) guarantee the obligations of another Person, (iv) pledge the assets of another Person, or (v) enter into transactions with any Person except as specifically authorized and contemplated in this Agreement, the Trust Agreement and the agreements related to a Securitization. The Partnership shall (A) conduct business in its own name and hold itself out as a separate entity, (B) maintain a separate office location or, if the Partnership shares office space with others, pay its fair allocable share of overhead costs and (C) observe all organizational formalities. The bank accounts, financial and accounting books, records and financial statements of the Partnership shall be maintained separate from those of every other Person. All obligations and indebtedness of any kind incurred by the Partnership shall be paid from the assets of the Partnership and the Partnership's assets shall not be used to pay any obligation or indebtedness of any other Person, other than certain expenses, obligations or indebtedness of the Trust, Securitization Trust and trustee of any of the foregoing with respect to transactions of or with respect to such Trust or Securitization Trust. (d) The General Partner is hereby authorized to delegate to one or more other Persons any of its rights and powers to manage and control the business and affairs of the Partnership, including to delegate to agents and employees of the General Partner or the Partnership, and to delegate by a management agreement or another agreement with, or otherwise to, other Persons. Such delegation by the General Partner shall not cause the General Partner to cease to be a general partner of the Partnership.action

Authority of General Partner. (a) The General Partner shall have sole and exclusive authority to manage the operations and affairs of the Partnership and to make all decisions regarding the business of the Partnership. No Limited Partner shall participate in the management or control of the Partnership's business, nor shall it have the power to act for or bind the Partnership, such powers being vested solely and exclusively in the General Partner, except as otherwise specifically provided herein. It is understood and agreed that the General Partner shall have all of the rights and powers of a general partner provided under the Act and by this Agreement, and as otherwise provided by law, and any action taken by the General Partner shall constitute the act of and serve to bind the Partnership. Persons dealing with the Partnership are entitled to rely conclusively on the power and authority of the General Partner as set forth in this Agreement. (b) Notwithstanding the foregoing, without the affirmative vote of 100% of the constituent members of the General Partner, the General Partner will not take, or acquiesce in, and only the General Partner (and not any Limited Partner) shall have any right to take, any action to cause the Partnership to (i) merge or consolidate with or into any Person, (ii) act other than the Partnership's own name and through the General Partner, (iii) dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent, (ivii) consent to the institution of bankruptcy or insolvency proceedings against it, (viii) file a petition seeking, or consent to, reorganization or relief under any applicable federal or state law relating to bankruptcy, (viiv) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Partnership or all or a substantial part of its property, (viiv) make any assignment for the benefit of its creditors, (viiivi) admit in writing its inability to pay its debts generally as they become due, (ixvii) institute or join in any institution of any bankruptcy, insolvency, liquidation, arrangement or reorganization proceeding or other proceedings under any federal or state law, against any entity in which the Partnership holds an ownership interest, or (xviii) take any corporate action or partnership action in furtherance of the actions enumerated in clauses (i) through (ixvi) above; provided, however, that the General Partner shall in no event consent to the institution of bankruptcy or insolvency proceedings against the Partnership so long as the Partnership is solvent. In the event of the insolvency of the Partnership and with regard to any action contemplated by the preceding sentence, the General Partner will not owe a fiduciary duty to any Limited Partner (except as may be specifically required by applicable law), but the General Partner's fiduciary duty with regard to such action shall be owed, to the fullest extent permitted by applicable law, instead to the creditors of the Partnership. (c) The General Partner shall not, and shall not allow the Partnership otherwise to (i) to, commingle any funds or other assets of the Partnership with the funds or assets of any other Person (ii) perform the obligations of another Person, (iii) guarantee the obligations of another Person, (iv) pledge the assets of another Person, or (v) enter into transactions with any Person except as specifically authorized and contemplated in this Agreement, the Trust Agreement and the agreements related to a Securitization. The Partnership shall (A) conduct business in its own name and hold itself out as a separate entity, (B) maintain a separate office location or, if the Partnership shares office space with others, pay its fair allocable share of overhead costs and (C) observe all organizational formalities. The bank accounts, financial and accounting books, books and records and financial statements of the Partnership shall be maintained separate from those of every other Person. All obligations and indebtedness of any kind incurred by the Partnership shall be paid from the assets of the Partnership and the Partnership's assets shall not be used to pay any obligation or indebtedness of any other Person, other than certain expenses, obligations or indebtedness of the Trust, any Securitization Trust and any trustee of any of the foregoing with respect to transactions of or with respect to such Trust or Securitization Trust. (d) The General Partner is hereby authorized to delegate to one or more other Persons any of its rights and powers to manage and control the business and affairs of the Partnership, including to delegate to agents and employees of the General Partner or the Partnership, and to delegate by a management agreement or another agreement with, or otherwise to, other Persons. Such delegation by the General Partner shall not cause the General Partner to cease to be a general partner of the Partnership.

Authority of General Partner. (a) The General Partner shall have sole and exclusive authority to manage the operations and affairs of the Partnership and to make all decisions regarding the business of the Partnership. No Limited Partner shall participate in the management or control of the Partnership's business, nor shall it have the power to act for or bind the Partnership, such powers being vested solely and exclusively in the General Partner, except as otherwise specifically provided herein. It is understood and agreed that the General Partner shall have all of the rights and powers of a general partner provided under the Act and by this Agreement, and as otherwise provided by law, and any action taken by the General Partner shall constitute the act of and serve to bind the Partnership. Persons dealing with the Partnership are entitled to rely conclusively on the power and authority of the General Partner as set forth in this Agreement. (b) Notwithstanding the foregoing, without the affirmative vote of 100% of the constituent members of the General Partner, the General Partner will not take, or acquiesce in, and only the General Partner (and not any Limited Partner) shall have any right to take, any action to cause the Partnership to (i) merge or consolidate with or into any Person, (ii) act other than the Partnership's own name and through the General Partner, (iii) dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent, (ivii) consent to the institution of bankruptcy or insolvency proceedings against it, (viii) file a petition seeking, or consent to, reorganization or relief under any applicable federal or state law relating to bankruptcy, (viiv) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Partnership or all or a substantial part of its property, (viiv) make any assignment for the benefit of its creditors, (viiivi) admit in writing its inability to pay its debts generally as they become due, (ixvii) institute or join in any institution of any bankruptcy, insolvency, liquidation, liquidation arrangement or reorganization proceeding or other proceedings under any federal or state law, against any entity in which the Partnership holds an ownership interest, or (xviii) take any corporate action or partnership action in furtherance of the actions enumerated in clauses (i) through (ixvi) above; provided, however, that the General Partner shall in no event consent to the institution of bankruptcy or insolvency proceedings against the Partnership so long as the Partnership is solvent. In the event of the insolvency of the Partnership and with regard to any action contemplated by the preceding sentence, the General Partner will not owe a fiduciary duty to any Limited Partner (except as may be specifically required by applicable law), but the General Partner's fiduciary duty with regard to such action shall be owed, to the fullest extent permitted by applicable law, instead to the creditors of the Partnership. (c) The General Partner shall not, and shall not allow the Partnership otherwise to (i) to, commingle any funds or other assets of the Partnership with the funds or assets of any other Person (ii) perform the obligations of another Person, (iii) guarantee the obligations of another Person, (iv) pledge the assets of another Person, or (v) enter into transactions with any Person except as specifically authorized and contemplated in this Agreement, the Trust Agreement and the agreements related to a Securitization. The Partnership shall (A) conduct business in its own name and hold itself out as a separate entity, (B) maintain a separate office location or, if the Partnership shares office space with others, pay its fair allocable share of overhead costs and (C) observe all organizational formalities. The bank accounts, financial and accounting books, books and records and financial statements of the Partnership shall be maintained separate from those of every other Person. All obligations and indebtedness of any kind incurred by the Partnership shall be paid from the assets of the Partnership and the Partnership's assets shall not be used to pay any obligation or indebtedness of any other Person, other than certain expenses, obligations or indebtedness of the Trust, any Securitization Trust and any trustee of any of the foregoing with respect to transactions of or with respect to such Trust or Securitization Trust. (d) The General Partner is hereby authorized to delegate to one or more other Persons any of its rights and powers to manage and control the business and affairs of the Partnership, including to delegate to agents and employees of the General Partner or the Partnership, and to delegate by a management agreement or another agreement with, or otherwise to, other Persons. Such delegation by the General Partner shall not cause the General Partner to cease to be a general partner of the Partnership.

Authority of General Partner. (a) The General Partner shall have sole conduct, direct and exclusive authority to manage exercise full control over all activities of the operations Partnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and the Limited Partners (except as expressly set forth herein) shall not have any right of control or management power over the business and affairs of the Partnership except in their capacity as an officer of the Partnership or the General Partner. Except as otherwise expressly provided in this Agreement, in addition to make the powers now or hereafter granted to a general partner of a limited partnership under applicable law or which are granted to the General Partner under any other provisions of this Agreement, the General Partner shall have full power and authority without any prior approval from any other Partner to cause the Partnership to do all decisions regarding things deemed necessary or desirable by the General Partner to conduct the business of the Partnership. No Limited Partner shall participate in , including, without limitation: (i) to enter into, execute, acknowledge and deliver any and all contracts, agreements or other instruments to carry on the management business of the Partnership as set forth herein; (ii) to borrow money and, as security therefor, to mortgage, pledge or control otherwise encumber any and all assets of the Partnership's business, nor shall it have the power to act for or bind the Partnership, such powers being vested solely and exclusively in the General Partner, except as otherwise specifically provided herein. It is understood and agreed that the General Partner shall have all of the rights and powers of a general partner provided under the Act and by this Agreement, and as otherwise provided by law, and any action taken by the General Partner shall constitute the act of and serve to bind the Partnership. Persons dealing with the Partnership are entitled to rely conclusively on the power and authority of the General Partner as set forth in this Agreement.; (biii) Notwithstanding the foregoing, without the affirmative vote of 100% of the constituent members of the General Partner, the General Partner will not take, or acquiesce in, and only the General Partner (and not any Limited Partner) shall have any right to take, any action to cause to be paid all amounts due and payable by the Partnership to (i) merge or consolidate with or into any Person, (ii) act other than Person and to collect all amounts due to the Partnership's own name and through the General Partner, (iii) dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent, ; (iv) consent to the institution of bankruptcy or insolvency proceedings against it, (v) file a petition seeking, or consent to, reorganization or relief under any applicable federal or state law relating appoint officers and to bankruptcy, (vi) consent delegate to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Partnership or all or a substantial part of its property, (vii) make any assignment for the benefit of its creditors, (viii) admit in writing its inability to pay its debts generally such officers such authority and duties as they become due, (ix) institute or join in any institution of any bankruptcy, insolvency, liquidation, arrangement or reorganization proceeding or other proceedings under any federal or state law, against any entity in which the Partnership holds an ownership interest, or (x) take any corporate action or partnership action in furtherance of the actions enumerated in clauses (i) through (ix) above; provided, however, that the General Partner shall in no event consent to the institution of bankruptcy or insolvency proceedings against the Partnership so long as the Partnership is solvent. In the event of the insolvency of the Partnership and with regard to any action contemplated by the preceding sentence, the General Partner will not owe a fiduciary duty to any Limited Partner (except as may be specifically required by applicable law), but the General Partner's fiduciary duty with regard to such action shall be owed, to the fullest extent permitted by applicable law, instead to the creditors of the Partnership.its sole discretion determine; (c) The General Partner shall not, and shall not allow the Partnership otherwise to (i) commingle any funds or other assets of the Partnership with the funds or assets of any other Person (ii) perform the obligations of another Person, (iii) guarantee the obligations of another Person, (iv) pledge the assets of another Person, or (v) enter into transactions with any Person except as specifically authorized to employ agents, employees, managers, accountants, attorneys, consultants and contemplated in this Agreement, the Trust Agreement and the agreements related to a Securitization. The Partnership shall (A) conduct business in its own name and hold itself out as a separate entity, (B) maintain a separate office location or, if the Partnership shares office space with others, pay its fair allocable share of overhead costs and (C) observe all organizational formalities. The bank accounts, financial and accounting books, records and financial statements of the Partnership shall be maintained separate from those of every other Person. All obligations and indebtedness of any kind incurred by the Partnership shall be paid from the assets of the Partnership and the Partnership's assets shall not be used to pay any obligation or indebtedness of any other Person, other than certain expenses, obligations or indebtedness of the Trust, Securitization Trust and trustee of any of the foregoing with respect to transactions of or with respect to such Trust or Securitization Trust. (d) The General Partner is hereby authorized to delegate to one or more other Persons any of its rights and powers to manage and control carry out the business and affairs of the Partnership, including whether or not any such Persons so employed are affiliated with or related to delegate to agents and employees of the General Partner or the Partnershipany Partner, and to delegate by a management agreement or another agreement withpay such fees, or otherwise toexpenses, salaries, wages and other Persons. Such delegation by compensation to such Persons as the General Partner shall in its sole discretion determine (provided that, in the case of related persons, the terms of any such arrangement shall not cause be less favorable than would be available to the Partnership from unrelated Persons); (vi) to pay, extend, renew, modify, adjust, submit to arbitration, prosecute, defend or compromise, upon such terms as the General Partner to cease to be a general partner may determine and upon such evidence as it may deem sufficient, any obligation, suit, liability, cause of action or claim, including taxes, either in favor of or against the Partnership.;

Authority of General Partner. (a) The General Partner shall have sole and exclusive authority to manage the operations and affairs of the Partnership and to make all decisions regarding the business of the Partnership. No Limited Partner shall participate in the management or control of the Partnership's business, nor shall it have the power to act for or bind the Partnership, such powers being vested solely and exclusively in the General Partner, except as otherwise specifically provided herein. It is understood and agreed that the General Partner shall have all of the rights and powers of a general partner provided under the Act and by this Agreement, and as otherwise provided by law, and any action taken by the General Partner shall constitute the act of and serve to bind the Partnership. Persons dealing with the Partnership are entitled to rely conclusively on the power and authority of the General Partner as set forth in this Agreement. (b) Notwithstanding the foregoing, without the affirmative vote of 100% of the constituent members of the General Partner, the General Partner will not take, or acquiesce in, and only the General Partner (and not any Limited Partner) shall have any right to take, any action to cause the Partnership to (i) merge or consolidate with or into any Person, (ii) act other than in the Partnership's own name and through the General Partner, (iii) dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent, (iv) consent to the institution of bankruptcy or insolvency proceedings against it, (v) file a petition seeking, or consent to, reorganization or relief under any applicable federal or state law relating to bankruptcy, (vi) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Partnership or all or a substantial part of its property, (vii) make any a general assignment for the benefit of its creditors, (viii) admit in writing its inability to pay its debts generally as they become due, (ix) institute or join in any institution of any bankruptcy, insolvency, liquidation, arrangement or reorganization proceeding proceeding, or other similar proceedings under any federal or state law, against any entity in which the Partnership holds an ownership interest, or (x) take any corporate action or partnership action in furtherance of the actions enumerated in clauses (i) through (ix) above; provided, however, that the General Partner shall in no event consent to the institution of bankruptcy or insolvency proceedings against the Partnership so long as the Partnership is solvent. In the event of the insolvency of the Partnership and with regard to any action contemplated by the preceding sentence, the General Partner will not owe a fiduciary duty to any Limited Partner (except as may be specifically required by applicable law), but the General Partner's fiduciary duty with regard to such action shall be owed, to the fullest extent permitted by applicable law, instead to the creditors of the Partnership. (c) The General Partner shall not, and shall not allow the Partnership otherwise to (i) commingle any funds or other assets of the Partnership with the funds or assets of any other Person (ii) perform the obligations of another Person, (iii) guarantee the obligations of another Person, (iv) pledge the assets of another Person, or (v) enter into transactions with any Person except as specifically authorized and contemplated in this Agreement, the Trust Agreement and the agreements related to a Securitization. The Partnership shall (A) conduct business in its own name and hold itself out as a separate entity, (B) maintain a separate office location or, if the Partnership shares office space with others, pay its fair allocable share of overhead costs and (C) observe all organizational formalities. The bank accounts, financial and accounting books, records and financial statements of the Partnership shall be maintained separate from those of every other Person. All obligations and indebtedness of any kind incurred by the Partnership shall be paid from the assets of the Partnership and the Partnership's assets shall not be used to pay any obligation or indebtedness of any other Person, other than certain expenses, obligations or indebtedness of the Trust, Securitization Trust and trustee of any of the foregoing with respect to transactions of or with respect to such Trust or Securitization Trust. (d) The General Partner is hereby authorized to delegate to one or more other Persons any of its rights and powers to manage and control the business and affairs of the Partnership, including to delegate to agents and employees of the General Partner or the Partnership, and to delegate by a management agreement or another agreement with, or otherwise to, other Persons. Such delegation by the General Partner shall not cause the General Partner to cease to be a general partner of the Partnership.the