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 for the continuation of the Partnership's valid existence as a limited partnership under the Delaware Act (and the laws of each other jurisdiction in which such existence as a limited partnership is necessary to protect the limited liability of the Limited Partner or to enable the Partnership to conduct the business in which it is engaged). (b) The General Partner shall at all times conduct its affairs and the affairs of all of its Affiliates and of the Partnership in such a manner that (i) neither any Partner nor any Affiliate of any Partner will have any personal liability for indebtedness of the Partnership and (ii) neither the Partnership nor the Limited Partner nor, except for (x) certain Affiliates of the General Partner being guarantors of the long-term debt of the Property Partnership, (y) an Affiliate of the General Partner being a guarantor of the obligations of the Property Partnership under the Master Agreement and (z) an Affiliate of the Property Partnership providing cash collateral to FNMA to secure the obligations of, among others, the Property Partnership, any Affiliate of any Partner will have any personal liability with respect to any indebtedness of the Property Partnership. (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. (d) The General Partner shall use all reasonable efforts to cause the Partnership to be formed, reformed, qualified to do business, or registered under any applicable assumed or fictitious name statutes or similar law in any state in which such formation, reformation, qualification or registration is necessary in order to protect the limited liability of the Limited Partner or to permit the Partnership lawfully to own its Assets or to transact the business in which it is engaged. (e) To the extent provided under Delaware law with respect to general partners of limited partnerships generally, the General Partner shall be under a fiduciary duty and obligation to conduct the affairs of the Partnership in the best interest of the Partnership, including the safekeeping and use of all Partnership funds and other Assets (whether or not in the immediate possession or control of the General Partner) for the benefit of the Partnership. The General Partner shall not commingle any funds or

Duties and Obligations of the General Partner. (a) The General Partner shall take all action that may be devote to the affairs of the Partnership such time as it deems necessary or appropriate for the continuation proper performance of its duties under this Agreement, but neither the Partnership's valid existence as a limited partnership under General Partner, its general partner nor any officer or manager of its general partners shall be expected to devote full time to the Delaware Act (and the laws performance of each other jurisdiction in which such existence as a limited partnership is necessary to protect the limited liability of the Limited Partner or to enable the Partnership to conduct the business in which it is engaged)duties. (b) The General Partner shall at all times conduct its affairs and take such action as may be necessary or appropriate for the affairs of all of its Affiliates and classification of the Partnership in such as a manner that (i) neither any Partner nor any Affiliate of any Partner will have any personal liability partnership for indebtedness federal income tax purposes and for the continuation of the Partnership and (ii) neither Partnership’s valid existence under the Partnership nor the Limited Partner nor, except for (x) certain Affiliates laws of the General Partner being guarantors State of Delaware and in order to qualify the long-term debt of the Property Partnership, (y) an Affiliate of the General Partner being a guarantor of the obligations of the Property Partnership under the Master Agreement and (z) an Affiliate laws of any jurisdiction in which the Partnership is doing business or in which such qualification is necessary or appropriate to protect the limited liability of the Property Limited Partners and BUC Holders or in order to continue in effect such qualification. The General Partner shall file or cause to be filed for recordation in the office of the appropriate authorities of the State of Delaware, and in the proper office or offices in each other jurisdiction in which the Partnership providing cash collateral to FNMA to secure is qualified, such certificates, including limited partnership and fictitious name certificates, and other documents as are required by the obligations ofapplicable statutes, among others, the Property Partnership, any Affiliate rules or regulations of any Partner will have any personal liability with respect to any indebtedness of the Property Partnershipsuch jurisdiction. (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 Federalfederal, 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. (d) The General Partner shall use all reasonable efforts to cause the Partnership to be formed, reformed, qualified to do business, or registered under any applicable assumed or fictitious name statutes or similar law in any state in which such formation, reformation, qualification or registration is necessary in order to protect the limited liability of the Limited Partner or to permit the Partnership lawfully to own its Assets or to transact the business in which it is engaged. (e) To the extent provided under Delaware law with respect to general partners of limited partnerships generally, the General Partner shall be under a fiduciary duty and obligation to conduct the affairs of the Partnership in the best interest of the Partnership, including have responsibility for the safekeeping and use of all Partnership funds and other Assets (assets of the Partnership, whether or not in the immediate General Partner’s possession or control of the General Partner) for the benefit of the Partnershipcontrol. The General Partner shall not commingle employ, or permit another to employ, such funds or assets in any funds ormanner except for the exclusive benefit of the

Duties and Obligations of the General Partner. (a) The General Partner shall take all action that may be devote to the affairs of the Partnership such time as it deems necessary or appropriate for the continuation proper performance of its duties under this Agreement, but neither the Partnership's valid existence as a limited partnership under General Partner, its general partner nor any officer or manager of its general partners shall be expected to devote full time to the Delaware Act (and the laws performance of each other jurisdiction in which such existence as a limited partnership is necessary to protect the limited liability of the Limited Partner or to enable the Partnership to conduct the business in which it is engaged)duties. (b) The General Partner shall at all times conduct its affairs and take such action as may be necessary or appropriate for the affairs of all of its Affiliates and classification of the Partnership in such as a manner that (i) neither any Partner nor any Affiliate of any Partner will have any personal liability partnership for indebtedness federal income tax purposes and for the continuation of the Partnership and (ii) neither Partnership’s valid existence under the Partnership nor the Limited Partner nor, except for (x) certain Affiliates laws of the General Partner being guarantors State of Delaware and in order to qualify the long-term debt of the Property Partnership, (y) an Affiliate of the General Partner being a guarantor of the obligations of the Property Partnership under the Master Agreement and (z) an Affiliate laws of any jurisdiction in which the Partnership is doing business or in which such qualification is necessary or appropriate to protect the limited liability of the Property Limited Partners and BUC Holders or in order to continue in effect such qualification. The General Partner shall file or cause to be filed for recordation in the office of the appropriate authorities of the State of Delaware, and in the proper office or offices in each other jurisdiction in which the Partnership providing cash collateral to FNMA to secure is qualified, such certificates, including limited partnership and fictitious name certificates, and other documents as are required by the obligations ofapplicable statutes, among others, the Property Partnership, any Affiliate rules or regulations of any Partner will have any personal liability with respect to any indebtedness of the Property Partnershipsuch jurisdiction. (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 Federalfederal, 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. (d) The General Partner shall use all reasonable efforts to cause the Partnership to be formed, reformed, qualified to do business, or registered under any applicable assumed or fictitious name statutes or similar law in any state in which such formation, reformation, qualification or registration is necessary in order to protect the limited liability of the Limited Partner or to permit the Partnership lawfully to own its Assets or to transact the business in which it is engaged. (e) To the extent provided under Delaware law with respect to general partners of limited partnerships generally, the General Partner shall be under a have fiduciary duty and obligation to conduct the affairs of the Partnership in the best interest of the Partnership, including responsibility for the safekeeping and use of all Partnership funds and other Assets (assets of the Partnership, whether or not in the immediate General Partner’s possession or control of the control. The General Partner) Partner shall not employ, or permit another to employ, such funds or assets in any manner except for the exclusive benefit of the Partnership. The General Partner shall take all steps necessary to insure that the funds of the Partnership are not commingle commingled with the funds of any funds orother entity. The General Partner owes the same fiduciary duty to the BUC Holders as the General Partner owes to the Limited Partners.

Duties and Obligations of the General Partner. (a) The General Partner shall take all action that may be devote to the affairs of the Partnership such time as it deems necessary or appropriate for the continuation proper performance of its duties under this Agreement, but neither the Partnership's valid existence as a limited partnership under General Partner, its general partner nor any officer or manager of its general partners shall be expected to devote full time to the Delaware Act (and the laws performance of each other jurisdiction in which such existence as a limited partnership is necessary to protect the limited liability of the Limited Partner or to enable the Partnership to conduct the business in which it is engaged)duties. (b) The General Partner shall at all times conduct its affairs and take such action as may be necessary or appropriate for the affairs of all of its Affiliates and classification of the Partnership in such as a manner that (i) neither any Partner nor any Affiliate of any Partner will have any personal liability partnership for indebtedness federal income tax purposes and for the continuation of the Partnership and (ii) neither Partnership’s valid existence under the Partnership nor the Limited Partner nor, except for (x) certain Affiliates laws of the General Partner being guarantors State of Delaware and in order to qualify the long-term debt of the Property Partnership, (y) an Affiliate of the General Partner being a guarantor of the obligations of the Property Partnership under the Master Agreement and (z) an Affiliate laws of any jurisdiction in which the Partnership is doing business or in which such qualification is necessary or appropriate to protect the limited liability of the Property Limited Partners and BUC Holders or in order to continue in effect such qualification. The General Partner shall file or cause to be filed for recordation in the office of the appropriate authorities of the State of Delaware, and in the proper office or offices in each other jurisdiction in which the Partnership providing cash collateral to FNMA to secure is qualified, such certificates, including limited partnership and fictitious name certificates, and other documents as are required by the obligations ofapplicable statutes, among others, the Property Partnership, any Affiliate rules or regulations of any Partner will have any personal liability with respect to any indebtedness of the Property Partnershipsuch jurisdiction. (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 Federalfederal, 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. (d) The General Partner shall use all reasonable efforts to cause the Partnership to be formed, reformed, qualified to do business, or registered under any applicable assumed or fictitious name statutes or similar law in any state in which such formation, reformation, qualification or registration is necessary in order to protect the limited liability of the Limited Partner or to permit the Partnership lawfully to own its Assets or to transact the business in which it is engaged. (e) To the extent provided under Delaware law with respect to general partners of limited partnerships generally, the General Partner shall be under a fiduciary duty and obligation to conduct the affairs of the Partnership in the best interest of the Partnership, including have responsibility for the safekeeping and use of all Partnership funds and other Assets (assets of the Partnership, whether or not in the immediate General Partner’s possession or control of the control. The General Partner) Partner shall not employ, or permit another to employ, such funds or assets in any manner except for the exclusive benefit of the Partnership. The General Partner shall take all steps necessary to insure that the funds of the Partnership are not commingle commingled with the funds of any funds orother entity. The General Partner owes the same duties under this Agreement to the BUC Holders as the General Partner owes to the Limited Partners under this Agreement.

Duties and Obligations of the General Partner. (a) The General Partner shall devote to the affairs of the Partnership such time as it deems necessary for the proper performance of its duties under this Agreement, but neither the General Partner, its members or managers, or any officer or manager of its members or managers, shall be expected to devote full time to the performance of such duties. (b) The General Partner shall take all such action that as may be necessary or appropriate for the continuation of the Partnership's valid existence as a limited partnership under the Delaware Act (and the laws of each other the State of Delaware and in order to qualify the Partnership under the laws of any jurisdiction in which the Partnership is doing business or in which such existence as a limited partnership qualification is necessary or appropriate to protect the limited liability of the Limited Partner Partners and Unit Holders or in order to enable the Partnership to conduct the business continue in which it is engaged). (b) effect such qualification. The General Partner shall at all times conduct its affairs and file or cause to be filed for recordation in the affairs of all of its Affiliates and office of the appropriate authorities of the State of Delaware, and in the proper office or offices in each other jurisdiction in which the Partnership in is qualified, such a manner that (i) neither any Partner nor any Affiliate certificates, including limited partnership and fictitious name certificates, and other documents as are permitted or required by the applicable statutes, rules or regulations of any Partner will have any personal liability for indebtedness of the Partnership and (ii) neither the Partnership nor the Limited Partner nor, except for (x) certain Affiliates of the General Partner being guarantors of the long-term debt of the Property Partnership, (y) an Affiliate of the General Partner being a guarantor of the obligations of the Property Partnership under the Master Agreement and (z) an Affiliate of the Property Partnership providing cash collateral to FNMA to secure the obligations of, among others, the Property Partnership, any Affiliate of any Partner will have any personal liability with respect to any indebtedness of the Property Partnershipsuch jurisdiction. (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 Federalfederal, 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. (d) The General Partner shall use all reasonable efforts to cause the Partnership to be formed, reformed, qualified to do business, or registered under any applicable assumed or fictitious name statutes or similar law in any state in which such formation, reformation, qualification or registration is necessary in order to protect the limited liability of the Limited Partner or to permit the Partnership lawfully to own its Assets or to transact the business in which it is engaged. (e) To the extent provided under Delaware law with respect to general partners of limited partnerships generally, the General Partner shall be under a fiduciary duty and obligation to conduct the affairs of the Partnership in the best interest of the Partnership, including have responsibility for the safekeeping and use of all Partnership funds and other Assets (assets of the Partnership, whether or not in the immediate General Partner's possession or control of the control. The General Partner) Partner shall not employ, or permit another to employ, such funds or assets in any manner except for the exclusive benefit of the Partnership. The General Partner shall take all steps necessary to insure that the funds of the Partnership are not commingle commingled with the funds of any funds orother entity. The General Partner owes the same duty to the Unit Holders as the General Partner owes to the Limited Partners. (e) The General Partner shall take all such action as is necessary to monitor the activities and investments of the Partnership to determine if, at all times, the Partnership meets the requirements of Section 7704(c) of the Code and shall take all such action as is necessary to meet such requirements. (f) Whenever in this Agreement the General Partner is permitted or required to make a decision (i) in its "discretion" or under a grant of similar authority or latitude, the General Partner shall be entitled to consider only such interest and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership or any other Person, including the Limited Partners and the Unit Holders, or (ii) in its "good faith" or under another expressed standard, the General Partner shall act under such expressed standard and shall not be subject to any other or different standard imposed by this Agreement or other applicable law. (g) To the extent that, at law or in equity, a Partner, Unit Holder, liquidator, officer, employee, representative or agent of the Partnership, or any other Person (each, a