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 (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 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. 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, 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 of at least 84.5%. Any proceeds of the Offering not invested within the later of two (2) years after the date of the Prospectus 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. G. Except for payment of the 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.

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 of. (i) 80% of at least 84.5%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. Any The proceeds of the Offering not will be invested in Properties within the later two years of two (2) years after the date of the Prospectus 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 sentenceProspectus. G. I. Except for payment of the Sales Selling 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.

Duties and Obligations of the General Partner. A. The General Partner shall take all action that which may be necessary or appropriate (i) for the continuation of the Partnership's valid existence as a limited partnership under the Act laws of the State of Wisconsin (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, development, maintenance, preservation and operation of Property of the Properties Partnership and the making of mortgage loans in accordance with the Prospectus, the provisions of this Agreement and applicable laws and regulations. . B. The General Partner shall amend the Certificate of Limited Partnership at least once each calendar quarter to effect the substitution of substituted Limited Partners, unless such action is not required by applicable law. C. The General Partner shall devote to the Partnership such time as may be it deems necessary for the proper performance of its duties hereunder, but neither the General Partner nor any of its Affiliates shall not be expected required 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. D. The General Partner shall at all times use its best efforts to conduct its affairs, the affairs of all its Affiliates business and the affairs business 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) neither the Partnership nor any partner will have any personal liability for Partnership debts except as otherwise set forth herein and under any mortgage on any Property unless in the Prospectusopinion of the General Partner such personal liability, which in no case will extend to any Limited Partner, will be in the best interests of the Limited Partners. C. E. The General Partner shall prepare or cause to be prepared, prepared and shall file, 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 Partnership. F. At the extent same are not payable by any other party. Prior to expense and for 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 benefit of the Partnership, the General Partner shall have obtain 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 cause to be obtained and kept keep in force during the term hereofsuch insurance, including fire and extended coverage, workmenworker's compensation, compensation and public liability insurance in favor of the Partnership with such insurers and in such amounts as the General Partner deems shall deem advisable. E. G. The General Partner shall be under a fiduciary duty to conduct the affairs of the Partnership in the best interests of the PartnershipPartnership and of the Limited Partners, 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 assets for the exclusive benefit of the Partnership. Neither the General Partner nor any Affiliates shall enter into any transaction with the Partnership which may significantly benefit the General Partner or any such Affiliates in their independent capacity unless the transaction is expressly permitted hereunder or is entered into principally for the benefit of the Partnership in the ordinary course of the Partnership's business. H. The acquisition of any Property by the Partnership shall be supported by an appraisal prepared by a competent independent appraiser and such appraisal shall be maintained in the records of the Partnership for at least five years from its date and shall be available for inspection and duplication by any Limited Partner at his expense. I. In the event that IRA, xxnsion/profit-sharing plan investors or participants in the reinvestment plan elect to purchase fractional Interests in $10 increments pursuant to Section 4.3, after their initial $2,000, $25,000 or $3,000 respective investment, and any fractional Interests remain unsold upon the termination of the offering, the General Partner shall purchase any and all such unsold fractional Interests. J. The General Partner shall commit a substantial portion of the capital contributions toward Investment in Properties. The remaining capital contributions may be used to pay Front-End Fees. Acquisition Fees paid by the seller of Properties and Front-End Fees shall not enter into any contract or agreement, relieving it of its common law fiduciary dutybe included in satisfying the minimum investment in Properties requirement. 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 capital contributions to Investment in Properties of at least 84.5%. Any proceeds which is equal to (A) 80% of the Offering not invested within the later capital contributions reduced by .1625% for each 1% of two financing of Partnership Properties or (2B) years after the date of the Prospectus 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 67% of capital so long as the adjusted Investment in Properties is in compliance with the preceding sentencecontributions. G. Except for payment of the 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.