Common use of Duties and Obligations of the General Partner Clause in Contracts

Duties and Obligations of the General Partner. A. The General Partner shall take all action that may be necessary or appropriate (i) for the continuation of the Partnership's existence as a limited partnership under the Act (and under the laws of each other jurisdiction in which such existence is necessary to protect the limited liability of the Investors and the Limited Partners or to enable the Partnership to conduct the business in which it is engaged), and (ii) for the acquisition, maintenance, preservation and operation of the Properties in accordance with the Prospectus, the provisions of this Agreement and applicable laws and regulations. The General Partner shall devote to the Partnership such time as may be necessary for the proper performance of its duties hereunder, but neither the General Partner nor any of its Affiliates shall be expected to devote its full time to the performance of such duties. The General Partner or its Affiliates may act as general or managing partners for other partnerships engaged in businesses similar to that conducted by the Partnership. Nothing herein shall limit the General Partner or its Affiliates from engaging in any such business activities, or any other activities which may be competitive with the Partnership. B. The General Partner shall at all times conduct its affairs, the affairs of all its Affiliates and the affairs of the Partnership in such a manner that no Limited Partner or Investor (except a Limited Partner or Investor who is also a General Partner) will have any personal liability for Partnership debts except as otherwise set forth herein and in the Prospectus. C. The General Partner shall prepare or cause to be prepared, and shall file, on or before the due date (or any extension thereof), any federal, state or local tax returns required to be filed by the Partnership. The General Partner shall cause the Partnership to pay any taxes payable by the Partnership to the extent same are not payable by any other party. D. The General Partner shall obtain and keep in force, or cause to be obtained and kept in force during the term hereof, fire and extended coverage, workmen's compensation, and public liability insurance in favor of the Partnership with such insurers and in such amounts as the General Partner deems advisable, but in amounts not less (and with deductible amounts not greater) than those customarily maintained with respect to parking lots or garages comparable to the Properties. E. The General Partner shall be under a fiduciary duty to conduct the affairs of the Partnership in the best interests of the Partnership, including the safekeeping and use of all Partnership funds and assets, whether or not in the General Partner's possession or control, and the use thereof for the benefit of the Partnership. The General Partner shall not enter into any contract or agreement relieving it of its common law fiduciary duty. The General Partner shall at all times act in good faith and exercise due diligence in all activities relating to the conduct of the business of the Partnership. The General Partner shall treat the Investors as a group and shall not favor the interests of any particular Investor. F. The General Partner shall cause the Partnership to commit a percentage of the Gross Proceeds of the Offering to Investment in Properties which is equal to the greater of. (i) 80% of the Gross Proceeds of the Offering reduced by.1625% for each 1% of financing of the Partnership; or (ii) 67% of the Gross Proceeds of the Offering. The proceeds of the Offering will be invested in Properties within two years of the date of the Prospectus. I. Except for payment of the Selling Commissions and the re-allowance of the Due Diligence Expense Reimbursement Fee, the General Partner shall not directly or indirectly pay or award any commission or other compensation to any Person engaged by a potential Investor for investment advice as an inducement to such advisor to advise the purchase of Units.

Duties and Obligations of the General Partner. A. The General Partner shall take all action that may be necessary or appropriate (i) for the continuation of the Partnership's existence as a limited partnership under the Act (and under the laws of each other jurisdiction in which such existence is necessary to protect the limited liability of the Investors and the Limited Partners or to enable the Partnership to conduct the business in which it is engaged), and (ii) for the acquisition, maintenance, preservation and operation of the Properties in accordance with the Prospectus, the provisions of this Agreement and applicable laws and regulations. The General Partner shall devote to the Partnership such time as may be necessary for the proper performance of its duties hereunder, but neither the General Partner nor any of its Affiliates shall be expected to devote its full time to the performance of such duties. The General Partner or its Affiliates may act as general or managing partners for other partnerships engaged in businesses similar to that conducted by the Partnership. Nothing herein shall limit the General Partner or its Affiliates from engaging in any such business activities, or any other activities which may be competitive with the Partnership (unless such competitive activity would have a material adverse effect upon the business of the Partnership). B. The General Partner shall at all times conduct its affairs, the affairs of all its Affiliates and the affairs of the Partnership in such a manner that no Limited Partner or Investor (except a Limited Partner or Investor who is also a General Partner) will have any personal liability for Partnership debts except as otherwise set forth herein and in the Prospectus. C. The General Partner shall prepare or cause to be prepared, and shall file, on or before the due date (or any extension thereof), any federal, state or local tax returns required to be filed by the Partnership. The General Partner shall cause the Partnership to pay any taxes payable by the Partnership to the extent same are not payable by any other party. Prior to the commencement of the Offering, the General Partner shall have a net worth of at least $500,000, and at all times during the Offering and thereafter during the term of the Partnership, the General Partner shall have and will use its best efforts to maintain a net worth equal to at least (i) 10% of the Capital Contributions until $10,000,000 of Capital Contributions have been raised, (ii) $1,000,000 thereafter until $20,000,000 of Capital Contributions have been raised and (iii) 5% of the Capital Contributions thereafter until $25,000,000 of Capital Contributions have been raised, or such other minimum net worth as may be necessary or appropriate in accordance with the advice of counsel to the Partnership (such net worth in each instance to be exclusive of the General Partner's interest in the Partnership and any notes and accounts receivable from or notes and accounts payable to the Partnership). D. The General Partner shall obtain and keep in force, or cause to be obtained and kept in force during the term hereof, fire and extended coverage, workmen's compensation, and public liability insurance in favor of the Partnership with such insurers and in such amounts as the General Partner deems advisable, but in amounts not less (and with deductible amounts not greater) than those customarily maintained with respect to parking lots or garages comparable to the Properties. E. The General Partner shall be under a fiduciary duty to conduct the affairs of the Partnership in the best interests of the Partnership, including the safekeeping and use of all Partnership funds and assets, whether or not in the General Partner's possession or control, and the use thereof by any person or entity in any manner except for the exclusive benefit of the Partnership. The General Partner shall not enter into any contract or agreement agreement, relieving it of its common law fiduciary duty. The General Partner shall at all times act in good faith and exercise due diligence in all activities relating to the conduct of the business of the Partnership. The General Partner shall treat the Investors as a group and shall not favor the interests of any particular Investor. F. The General Partner shall cause the Partnership to commit a percentage of the Gross Proceeds of the Offering to Investment in Properties which is equal to the greater ofof at least 84.5%. (i) 80% of the Gross Proceeds of the Offering reduced by.1625% for each 1% of financing of the Partnership; or (ii) 67% of the Gross Proceeds of the Offering. The Any proceeds of the Offering will be not invested in Properties within the later of two (2) years of after the date of the ProspectusProspectus or one (1) year after the Termination Date of the Offering (except for necessary operating capital) and any offering and organizational expenses attributable to such returned proceeds shall be distributed pro rata to the Investors as a return of capital so long as the adjusted Investment in Properties is in compliance with the preceding sentence. I. G. Except for payment of the Selling Sales Commissions and the re-allowance of all or part of the Due Diligence Expense Reimbursement Fee and the Offering and Organization Expense Fee, the General Partner shall not directly or indirectly pay or award any commission or other compensation to any Person engaged by a potential Investor for investment advice as an inducement to such advisor to advise the purchase of Units.