Common use of General Powers of the Managing GP and the Liquidation GP Clause in Contracts

General Powers of the Managing GP and the Liquidation GP. (1) Subject to Section 8.3, and without limiting Section 8.1, the Managing GP has full power and authority for and on behalf of and in the name of the Partnership: (a) to negotiate, enter into and to perform any agreement in connection with the establishment, operation, conduct or expansion of the business of the Partnership; (b) to manage and control all of the activities of the Partnership and take all measures necessary or appropriate for the business of the Partnership or ancillary thereto; (c) to maintain the records and accounts of the Partnership including those required to be maintained pursuant to the terms of this Agreement and applicable law and provide reports to the Partners; (d) acquire any real or personal property required or desirable for the business of the Partnership and to dispose of any property of the Partnership; (e) to borrow money from time to time without limit as to the amount, cost or terms of payment thereof, to draw, make, execute and issue promissory notes, evidences of notes, evidences of indebtedness and other negotiable or non-negotiable instruments and to secure the payment thereof by mortgage, charge, debenture, hypothecation, pledge or by the creation of any other appropriate security interest; (f) to cause the Partnership to provide guarantees, indemnities and other forms of assurance; (g) to cause the Partnership to provide security for any of its obligations; (h) to cause the Partnership to acquire or maintain insurance coverage of any type; (i) to employ, retain, engage or dismiss all Persons necessary for the conduct of the business of the Partnership; (j) to delegate any of its duties to such other Persons as it sees fit; (k) to retain such legal counsel, experts, advisors or consultants as the Managing GP considers appropriate and to rely upon the advice of such persons; (l) to open and operate any bank account; (m) to establish any required place of business of the Partnership; (n) to pay all costs and expenses of the Partnership; (o) to commence or defend any action or proceeding by, against or in connection with the Partnership; (p) to collect, xxx for and receive all sums of money or other property or items that are believed due to the Partnership; (q) to file returns required by any governmental or like authority; (r) to execute and file on behalf of the Partnership any elections that are referred to in the Income Tax Act or other applicable tax legislation as are in its reasonable opinion appropriate in the circumstances; (s) to invest funds of the Partnership not immediately required for the business of the Partnership; (t) to enter into hedge contracts or similar arrangements to permit the Partnership to mitigate or eliminate the Partnership’s exposure to interest rate fluctuations or foreign exchange or other risks associated with the business, so long as such hedge contracts or similar arrangements are documented using ISDA documentation templates or forms; (u) to make distributions; and (v) to do anything that is provided for in this Agreement or that is in furtherance of or is incidental to or is necessary or desirable in respect of the business of the Partnership, including, without limitation, to do all such acts and things and execute all such agreements and other instruments as are necessary to give effect to the transactions described or contemplated by the Prospectus whether or not specifically mentioned in this Agreement. (2) The Managing GP may call a general meeting of the Partners at any time and place as it deems appropriate in its absolute discretion for the purpose of considering any matter set out in the notice of meeting and will be required to convene a meeting on receipt of a request in writing from the Limited Partner or the Liquidation GP. (3) Subject to Section 8.3, and without limiting the generality of Section 8.1, the Liquidation GP shall, following a Managing GP Default, have full power and authority for and on behalf of and in the name of the Partnership to do any act that prior to the Managing GP Default was within the power and authority of the Managing GP.

General Powers of the Managing GP and the Liquidation GP. (1) Subject to Section 8.3, and without limiting the generality of Section 8.1, the Managing GP has full power and authority for and on behalf of and in the name of the Partnership: (a) to negotiate, enter into and to perform any agreement in connection with the establishment, operation, conduct or expansion of the business of the Partnership; (b) to manage and control all of the activities of the Partnership and take all measures necessary or appropriate for the business of the Partnership or ancillary thereto; (c) to maintain the records and accounts of the Partnership including those required to be maintained pursuant to the terms of this Agreement and applicable law and provide reports to the Partners; (d) acquire any real or personal property required or desirable for the business of the Partnership and to dispose of any property of the Partnership; (e) to borrow money from time to time without limit as to the amount, cost or terms of payment thereof, to draw, make, execute and issue promissory notes, evidences of notes, evidences of indebtedness and other negotiable or non-negotiable instruments and to secure the payment thereof by mortgage, charge, debenture, hypothecation, pledge or by the creation of any other appropriate security interest; (f) to cause the Partnership to provide guarantees, indemnities and other forms of assurance; (g) to cause the Partnership to provide security for any of its obligations; (h) to cause the Partnership to acquire or maintain insurance coverage of any type; (i) to employ, retain, engage or dismiss all Persons necessary for the conduct of the business of the Partnership; (j) to delegate any of its duties to such other Persons as it sees fit; (k) to retain such legal counsel, experts, advisors or consultants as the Managing GP considers appropriate appropriate, including the retention of any of same as the Managing GP may, in its discretion, determine to engage on behalf of the Limited Partner in the representation of the Limited Partner, and to rely upon the advice of such persons; (l) to open and operate any bank account; (m) to establish any required place of business of the Partnership; (n) to pay all costs and expenses of the Partnership; (o) to commence or defend any action or proceeding by, against or in connection with the Partnership; (p) to collect, xxx sue for and receive all sums of money or other property or items that are believed due to the Partnership; (q) to file returns required by any governmental or like authority; (r) to execute and file on behalf of the Partnership any elections that are referred to in the Income Tax Act or other applicable tax legislation as are in its reasonable opinion appropriate in the circumstances; (s) to invest funds of the Partnership not immediately required for the business of the Partnership; (t) to enter into hedge contracts or similar arrangements to permit the Partnership to mitigate or eliminate the Partnership’s exposure to interest rate fluctuations or foreign exchange or other risks associated with the business, so long as such hedge contracts or similar arrangements are documented using ISDA documentation templates or forms; (u) to make distributions; and (v) to do anything that is provided for in this Agreement or that is in furtherance of or is incidental to or is necessary or desirable in respect of the business of the Partnership, including, without limitation, to do all such acts and things and execute all such agreements and other instruments as are necessary to give effect to the transactions described or contemplated by the Prospectus whether or not specifically mentioned in this Agreement. (2) The Managing GP may call a general meeting of the Partners at any time and place as it deems appropriate in its absolute discretion for the purpose of considering any matter set out in the notice of meeting and will be required to convene a meeting on receipt of a request in writing from the Limited Partner or the Liquidation GP. (3) Subject to Section 8.3, and without limiting the generality of Section 8.1, the Liquidation GP shall, following a Managing GP DefaultDefault Event, have full power and authority for and on behalf of and in the name of the Partnership to do any act that prior to the Managing GP Default Event was within the power and authority of the Managing GP.

General Powers of the Managing GP and the Liquidation GP. (1) Subject to Section 8.3, and without limiting the generality of Section 8.1, the Managing GP has full power and authority for and on behalf of and in the name of the Partnership: (a) to negotiate, enter into and to perform any agreement in connection with the establishment, operation, conduct or expansion of the business of the Partnership; (b) to manage and control all of the activities of the Partnership and take all measures necessary or appropriate for the business of the Partnership or ancillary thereto; (c) to maintain the records and accounts of the Partnership including those required to be maintained pursuant to the terms of this Agreement and applicable law and provide reports to the Partners; (d) acquire any real or personal property required or desirable for the business of the Partnership and to dispose of any property of the Partnership; (e) to borrow money from time to time without limit as to the amount, cost or terms of payment thereof, to draw, make, execute and issue promissory notes, evidences of notes, evidences of indebtedness and other negotiable or non-negotiable instruments and to secure the payment thereof by mortgage, charge, debenture, hypothecation, pledge or by the creation of any other appropriate security interest; (f) to cause the Partnership to provide guarantees, indemnities and other forms of assurance; (g) to cause the Partnership to provide security for any of its obligations; (h) to cause the Partnership to acquire or maintain insurance coverage of any type; (i) to employ, retain, engage or dismiss all Persons necessary for the conduct of the business of the Partnership; (j) to delegate any of its duties to such other Persons as it sees fit; (k) to retain such legal counsel, experts, advisors or consultants as the Managing GP considers appropriate and to rely upon the advice of such persons; (l) to open and operate any bank account; (m) to establish any required place of business of the Partnership; (n) to pay all costs and expenses of the Partnership; (o) to commence or defend any action or proceeding by, against or in connection with the Partnership; (p) to collect, xxx sue for and receive all sums of money or other property or items that are believed due to the Partnership; (q) to file returns required by any governmental or like authority; (r) to execute and file on behalf of the Partnership any elections that are referred to in the Income Tax Act or other applicable tax legislation as are in its reasonable opinion appropriate in the circumstances; (s) to invest funds of the Partnership not immediately required for the business of the Partnership; (t) to enter into hedge contracts or similar arrangements to permit the Partnership to mitigate or eliminate the Partnership’s exposure to interest rate fluctuations or foreign exchange or other risks associated with the business, so long as such hedge contracts or similar arrangements are documented using ISDA documentation templates or forms; (u) to make distributions; and (v) to do anything that is provided for in this Agreement or that is in furtherance of or is incidental to or is necessary or desirable in respect of the business of the Partnership, including, without limitation, to do all such acts and things and execute all such agreements and other instruments as are necessary to give effect to the transactions described or contemplated by the Prospectus whether or not specifically mentioned in this Agreement. (2) The Managing GP may call a general meeting of the Partners at any time and place as it deems appropriate in its absolute discretion for the purpose of considering any matter set out in the notice of meeting and will be required to convene a meeting on receipt of a request in writing from the Limited Partner or the Liquidation GP. (3) Subject to Section 8.3, and without limiting the generality of Section 8.1, the Liquidation GP shall, following a Managing GP DefaultDefault Event, have full power and authority for and on behalf of and in the name of the Partnership to do any act that prior to the Managing GP Default Event was within the power and authority of the Managing GP.

General Powers of the Managing GP and the Liquidation GP. ‌ (1) Subject to Section 8.3, and without limiting the generality of Section 8.1, the Managing GP has full power and authority for and on behalf of and in the name of the Partnership: (a) to negotiate, enter into and to perform any agreement in connection with the establishment, operation, conduct or expansion of the business of the Partnership; (b) to manage and control all of the activities of the Partnership and take all measures necessary or appropriate for the business of the Partnership or ancillary thereto; (c) to maintain the records and accounts of the Partnership including those required to be maintained pursuant to the terms of this Agreement and applicable law and provide reports to the Partners; (d) acquire any real or personal property required or desirable for the business of the Partnership and to dispose of any property of the Partnership; (e) to borrow money from time to time without limit as to the amount, cost or terms of payment thereof, to draw, make, execute and issue promissory notes, evidences of notes, evidences of indebtedness and other negotiable or non-negotiable instruments and to secure the payment thereof by mortgage, charge, debenture, hypothecation, pledge or by the creation of any other appropriate security interest; (f) to cause the Partnership to provide guarantees, indemnities and other forms of assurance; (g) to cause the Partnership to provide security for any of its obligations; (h) to cause the Partnership to acquire or maintain insurance coverage of any type; (i) to employ, retain, engage or dismiss all Persons necessary for the conduct of the business of the Partnership; (j) to delegate any of its duties to such other Persons as it sees fit; (k) to retain such legal counsel, experts, advisors or consultants as the Managing GP considers appropriate and to rely upon the advice of such persons; (l) to open and operate any bank account; (m) to establish any required place of business of the Partnership; (n) to pay all costs and expenses of the Partnership; (o) to commence or defend any action or proceeding by, against or in connection with the Partnership; (p) to collect, xxx sue for and receive all sums of money or other property or items that are believed due to the Partnership; (q) to file returns required by any governmental or like authority; (r) to execute and file on behalf of the Partnership any elections that are referred to in the Income Tax Act or other applicable tax legislation as are in its reasonable opinion appropriate in the circumstances; (s) to invest funds of the Partnership not immediately required for the business of the Partnership; (t) to enter into hedge contracts or similar arrangements to permit the Partnership to mitigate or eliminate the Partnership’s exposure to interest rate fluctuations or foreign exchange or other risks associated with the business, so long as such hedge contracts or similar arrangements are documented using ISDA documentation templates or forms; (u) to make distributions; and (v) to do anything that is provided for in this Agreement or that is in furtherance of or is incidental to or is necessary or desirable in respect of the business of the Partnership, including, without limitation, to do all such acts and things and execute all such agreements and other instruments as are necessary to give effect to the transactions described or contemplated by the Prospectus whether or not specifically mentioned in this Agreement. (2) The Managing GP may call a general meeting of the Partners at any time and place as it deems appropriate in its absolute discretion for the purpose of considering any matter set out in the notice of meeting and will be required to convene a meeting on receipt of a request in writing from the Limited Partner or the Liquidation GP. (3) Subject to Section 8.3, and without limiting the generality of Section 8.1, the Liquidation GP shall, following a Managing GP DefaultDefault Event, have full power and authority for and on behalf of and in the name of the Partnership to do any act that prior to the Managing GP Default Event was within the power and authority of the Managing GP.

General Powers of the Managing GP and the Liquidation GP. (1) Subject to Section 8.3, and without limiting the generality of Section 8.1, the Managing GP has full power and authority for and on behalf of and in the name of the Partnership: (a) to negotiate, enter into and to perform any agreement in connection with the establishment, operation, conduct or expansion of the business of the Partnership; (b) to manage and control all of the activities of the Partnership and take all measures necessary or appropriate for the business of the Partnership or ancillary thereto; (c) to maintain the records and accounts of the Partnership including those required to be maintained pursuant to the terms of this Agreement and applicable law and provide reports to the Partners; (d) acquire any real or personal property required or desirable for the business of the Partnership and to dispose of any property of the Partnership; (e) to borrow money from time to time without limit as to the amount, cost or terms of payment thereof, to draw, make, execute and issue promissory notes, evidences of notes, evidences of indebtedness and other negotiable or non-negotiable instruments and to secure the payment thereof by mortgage, charge, debenture, hypothecation, pledge or by the creation of any other appropriate security interest; (f) to cause the Partnership to provide guarantees, indemnities and other forms of assurance; (g) to cause the Partnership to provide security for any of its obligations; (h) to cause the Partnership to acquire or maintain insurance coverage of any type; (i) to employ, retain, engage or dismiss all Persons necessary for the conduct of the business of the Partnership; (j) to delegate any of its duties to such other Persons as it sees fit; (k) to retain such legal counsel, experts, advisors or consultants as the Managing GP considers appropriate appropriate, including the retention of any of same as the Managing GP may, in its discretion, determine to engage on behalf of the Limited Partner in the representation of the Limited Partner, and to rely upon the advice of such persons; (l) to open and operate any bank account; (m) to establish any required place of business of the Partnership; (n) in the course of the Partnership’s activities, to pay all costs and expenses of the Partnership; (o) to commence or defend any action or proceeding by, against or in connection with the Partnership; (p) to collect, xxx for and receive all sums of money or other property or items that are believed due to the Partnership; (q) to file returns required by any governmental or like authority; (r) to execute and file on behalf of the Partnership any elections that are referred to in the Income Tax Act or other applicable tax legislation as are in its reasonable opinion appropriate in the circumstances; (s) to invest funds of the Partnership not immediately required for the business of the Partnership; (t) to enter into hedge contracts or similar arrangements to permit the Partnership to mitigate or eliminate the Partnership’s exposure to interest rate fluctuations or foreign exchange or other risks associated with the business, so long as such hedge contracts or similar arrangements are documented using ISDA documentation templates or forms; (u) to make distributions; and (v) to do anything that is provided for in this Agreement or that is in furtherance of or is incidental to or is necessary or desirable in respect of the business of the Partnership, including, without limitation, to do all such acts and things and execute all such agreements and other instruments as are necessary to give effect to the transactions described or contemplated by the Prospectus whether or not specifically mentioned in this Agreement. (2) The Managing GP may call a general meeting of the Partners at any time and place as it deems appropriate in its absolute discretion for the purpose of considering any matter set out in the notice of meeting and will be required to convene a meeting on receipt of a request in writing from the Limited Partner or the Liquidation GP. (3) Subject to Section 8.3, and without limiting the generality of Section 8.1, the Liquidation GP shall, following a Managing GP DefaultDefault Event, have full power and authority for and on behalf of and in the name of the Partnership to do any act that prior to the Managing GP Default Event was within the power and authority of the Managing GP.

General Powers of the Managing GP and the Liquidation GP. (1) Subject to Section 8.3, and without limiting the generality of Section 8.1, the Managing GP has full power and authority for and on behalf of and in the name of the Partnership: (a) to negotiate, enter into and to perform any agreement in connection with the establishment, operation, conduct or expansion of the business of the Partnership; (b) to manage and control all of the activities of the Partnership and take all measures necessary or appropriate for the business of the Partnership or ancillary thereto, including ensuring compliance by the Partnership with the CMHC Guide; (c) to maintain the records Partnership Records and accounts of the Partnership including those required to be maintained pursuant to the terms of this Agreement Agreement, the CMHC Guide and applicable law and provide reports to the Partners; (d) acquire any real or personal property required or desirable for the business of the Partnership and to dispose of any property of the Partnership; (e) to borrow money from time to time without limit as to the amount, cost or terms of payment thereof, to draw, make, execute and issue promissory notes, evidences of notes, evidences of indebtedness and other negotiable or non-negotiable instruments and to secure the payment thereof by mortgage, charge, debenture, hypothecation, pledge or by the creation of any other appropriate security interest; (f) to cause the Partnership to provide guarantees, indemnities and other forms of assurance; (g) to cause the Partnership to provide security for any of its obligations; (h) to cause the Partnership to acquire or maintain insurance coverage of any type; (i) to employ, retain, engage or dismiss all Persons necessary for the conduct of the business of the Partnership; (j) to delegate any of its duties to such other Persons as it sees fit; (k) to retain such legal counsel, experts, advisors or consultants as the Managing GP considers appropriate appropriate, including the retention of any of same as the Managing GP may, in its discretion, determine to engage on behalf of the Limited Partner in the representation of the Limited Partner, and to rely upon the advice of such persons; (l) to open and operate any bank account; (m) to establish any required place of business of the Partnership; (n) to pay all costs and expenses of the Partnership; (o) to commence or defend any action or proceeding by, against or in connection with the Partnership; (p) to collect, xxx for and receive all sums of money or other property or items that are believed due to the Partnership; (q) to file returns required by any governmental or like authorityGovernmental Authority; (r) to execute and file on behalf of the Partnership any elections that are referred to in the Income Tax Act or other applicable tax legislation as are in its reasonable opinion appropriate in the circumstances; (s) to invest funds of the Partnership not immediately required for the business of the Partnership; (t) to enter into hedge contracts or similar arrangements to permit the Partnership to mitigate or eliminate the Partnership’s exposure to interest rate fluctuations or foreign exchange or other risks associated with the business, so long as such hedge contracts or similar arrangements are documented using ISDA documentation templates or forms; (u) to make distributions; and (v) to do anything that is provided for in this Agreement or that is in furtherance of or is incidental to or is necessary or desirable in respect of the business of the Partnership, including, without limitation, to do all such acts and things and execute all such agreements and other instruments as are necessary to give effect to the transactions described or contemplated by the Prospectus whether or not specifically mentioned in this Agreement. (2) The Managing GP may call a general meeting of the Partners at any time and place as it deems appropriate in its absolute discretion for the purpose of considering any matter set out in the notice of meeting and will be required to convene a meeting on receipt of a request in writing from the Limited Partner or the Liquidation GP. (3) Subject to Section 8.3, and without limiting the generality of Section 8.1, the Liquidation GP shall, following a Managing GP DefaultDefault Event, have full power and authority for and on behalf of and in the name of the Partnership to do any act that prior to the Managing GP Default Event was within the power and authority of the Managing GP.

General Powers of the Managing GP and the Liquidation GP. (1) Subject to Section 8.3, and without limiting the generality of Section 8.1, the Managing GP has full power and authority for and on behalf of and in the name of the Partnership: (a) to negotiate, enter into and to perform any agreement in connection with the establishment, operation, conduct or expansion of the business of the Partnership; (b) to manage and control all of the activities of the Partnership and take all measures necessary or appropriate for the business of the Partnership or ancillary thereto; (c) to maintain the records and accounts of the Partnership including those thouse required to be maintained pursuant to the terms of this Agreement and applicable law and provide reports to the Partners; (d) acquire any real or personal property required or desirable for the business of the Partnership and to dispose of any property of the Partnership; (e) to borrow money from time to time without limit as to the amount, cost or terms of payment thereof, to draw, make, execute and issue promissory notes, evidences of notes, evidences of indebtedness and other negotiable or non-negotiable instruments and to secure the payment thereof by mortgage, charge, debenture, hypothecation, pledge or by the creation of any other appropriate security interest; (f) to cause the Partnership to provide guarantees, indemnities and other forms of assurance; (g) to cause the Partnership to provide security for any of its obligations; (h) to cause the Partnership to acquire or maintain insurance coverage of any type; (i) to employ, retain, engage or dismiss all Persons necessary for the conduct of the business of the Partnership; (j) to delegate any of its duties to such other Persons as it sees fit; (k) to retain such legal counsel, experts, advisors or consultants as the Managing GP considers appropriate and to rely upon the advice of such persons; (l) to open and operate any bank account; (m) to establish any required place of business of the Partnership; (n) to pay all costs and expenses of the Partnership; (o) to commence or defend any action or proceeding by, against or in connection with the Partnership; (p) to collect, xxx for and receive all sums of money or other property or items that are believed due to the Partnership; (q) to file returns required by any governmental or like authority; (r) to execute and file on behalf of the Partnership any elections that are referred to in the Income Tax Act or other applicable tax legislation as are in its reasonable opinion appropriate in the circumstances; (s) to invest funds of the Partnership not immediately required for the business of the Partnership; (t) to enter into hedge contracts or similar arrangements to permit the Partnership to mitigate or eliminate the Partnership’s exposure to interest rate fluctuations or foreign exchange or other risks associated with the business, so long as such hedge contracts or similar arrangements are documented using ISDA documentation templates or forms; (u) to make distributions; and (v) to do anything that is provided for in this Agreement or that is in furtherance of or is incidental to or is necessary or desirable in respect of the business of the Partnership, including, without limitation, to do all such acts and things and execute all such agreements and other instruments as are necessary to give effect to the transactions described or contemplated by the Prospectus whether or not specifically mentioned in this Agreement. (2) The Managing GP may call a general meeting of the Partners at any time and place as it deems appropriate in its absolute discretion for the purpose of considering any matter set out in the notice of meeting and will be required to convene a meeting on receipt of a request in writing from the Limited Partner or the Liquidation GP. (3) Subject to Section 8.3, and without limiting the generality of Section 8.1, the Liquidation GP shall, following a Managing GP Default, have full power and authority for and on behalf of and in the name of the Partnership to do any act that prior to the Managing GP Default was within the power and authority of the Managing GP.

General Powers of the Managing GP and the Liquidation GP. (1) Subject to Section 8.3, and without limiting the generality of Section 8.1, the Managing GP has full power and authority for and on behalf of and in the name of the Partnership: (a) to negotiate, enter into and to perform any agreement in connection with the establishment, operation, conduct or expansion of the business of the Partnership; (b) to manage and control all of the activities of the Partnership and take all measures necessary or appropriate for the business of the Partnership or ancillary thereto, including ensuring compliance by the Partnership with the CMHC Guide; (c) to maintain the records Partnership Records and accounts of the Partnership including those required to be maintained pursuant to the terms of this Agreement Agreement, the CMHC Guide and applicable law and provide reports to the Partners; (d) acquire any real or personal property required or desirable for the business of the Partnership and to dispose of any property of the Partnership; (e) to borrow money from time to time without limit as to the amount, cost or terms of payment thereof, to draw, make, execute and issue promissory notes, evidences of notes, evidences of indebtedness and other negotiable or non-negotiable instruments and to secure the payment thereof by mortgage, charge, debenture, hypothecation, pledge or by the creation of any other appropriate security interest; (f) to cause the Partnership to provide guarantees, indemnities and other forms of assurance; (g) to cause the Partnership to provide security for any of its obligations; (h) to cause the Partnership to acquire or maintain insurance coverage of any type; (i) to employ, retain, engage or dismiss all Persons necessary for the conduct of the business of the Partnership; (j) to delegate any of its duties to such other Persons as it sees fit; (k) to retain such legal counsel, experts, advisors or consultants as the Managing GP considers appropriate appropriate, including the retention of any of same as the Managing GP may, in its discretion, determine to engage on behalf of the Limited Partner in the representation of the Limited Partner, and to rely upon the advice of such persons; (l) to open and operate any bank account; (m) to establish any required place of business of the Partnership; (n) to pay all costs and expenses of the Partnership; (o) to commence or defend any action or proceeding by, against or in connection with the Partnership; (p) to collect, xxx sue for and receive all sums of money or other property or items that are believed due to the Partnership; (q) to file returns required by any governmental or like authorityGovernmental Authority; (r) to execute and file on behalf of the Partnership any elections that are referred to in the Income Tax Act or other applicable tax legislation as are in its reasonable opinion appropriate in the circumstances; (s) to invest funds of the Partnership not immediately required for the business of the Partnership; (t) to enter into hedge contracts or similar arrangements to permit the Partnership to mitigate or eliminate the Partnership’s exposure to interest rate fluctuations or foreign exchange or other risks associated with the business, so long as such hedge contracts or similar arrangements are documented using ISDA documentation templates or forms; (u) to make distributions; and (v) to do anything that is provided for in this Agreement or that is in furtherance of or is incidental to or is necessary or desirable in respect of the business of the Partnership, including, without limitation, to do all such acts and things and execute all such agreements and other instruments as are necessary to give effect to the transactions described or contemplated by the Prospectus whether or not specifically mentioned in this Agreement. (2) The Managing GP may call a general meeting of the Partners at any time and place as it deems appropriate in its absolute discretion for the purpose of considering any matter set out in the notice of meeting and will be required to convene a meeting on receipt of a request in writing from the Limited Partner or the Liquidation GP. (3) Subject to Section 8.3, and without limiting the generality of Section 8.1, the Liquidation GP shall, following a Managing GP DefaultDefault Event, have full power and authority for and on behalf of and in the name of the Partnership to do any act that prior to the Managing GP Default Event was within the power and authority of the Managing GP.

General Powers of the Managing GP and the Liquidation GP. (1) Subject to Section 8.3, and without limiting the generality of Section 8.1, the Managing GP has full power and authority for and on behalf of and in the name of the Partnership: (a) to negotiate, enter into and to perform any agreement in connection with the establishment, operation, conduct or expansion of the business of the Partnership; (b) to manage and control all of the activities of the Partnership and take all measures necessary or appropriate for the business of the Partnership or ancillary thereto; (c) to maintain the records and accounts of the Partnership including those required to be maintained pursuant to the terms of this Agreement and applicable law and provide reports to the Partners; (d) acquire any real or personal property required or desirable for the business of the Partnership and to dispose of any property of the Partnership; (e) to borrow money from time to time without limit as to the amount, cost or terms of payment thereof, to draw, make, execute and issue promissory notes, evidences of notes, evidences of indebtedness and other negotiable or non-negotiable instruments and to secure the payment thereof by mortgage, charge, debenture, hypothecation, pledge or by the creation of any other appropriate security interest; (f) to cause the Partnership to provide guarantees, indemnities and other forms of assurance; (g) to cause the Partnership to provide security for any of its obligations; (h) to cause the Partnership to acquire or maintain insurance coverage of any type; (i) to employ, retain, engage or dismiss all Persons necessary for the conduct of the business of the Partnership; (j) to delegate any of its duties to such other Persons as it sees fit; (k) to retain such legal counsel, experts, advisors or consultants as the Managing GP considers appropriate appropriate, including the retention of any of same as the Managing GP may, in its discretion, determine to engage on behalf of the Limited Partner in the representation of the Limited Partner, and to rely upon the advice of such persons; (l) to open and operate any bank account; (m) to establish any required place of business of the Partnership; (n) to pay all costs and expenses of the Partnership; (o) to commence or defend any action or proceeding by, against or in connection with the Partnership; (p) to collect, xxx for and receive all sums of money or other property or items that are believed due to the Partnership; (q) to file returns required by any governmental or like authority; (r) to execute and file on behalf of the Partnership any elections that are referred to in the Income Tax Act or other applicable tax legislation as are in its reasonable opinion appropriate in the circumstances; (s) to invest funds of the Partnership not immediately required for the business of the Partnership; (t) to enter into hedge contracts or similar arrangements to permit the Partnership to mitigate or eliminate the Partnership’s exposure to interest rate fluctuations or foreign exchange or other risks associated with the business, so long as such hedge contracts or similar arrangements are documented using ISDA documentation templates or forms; (u) to make distributions; and (v) to do anything that is provided for in this Agreement or that is in furtherance of or is incidental to or is necessary or desirable in respect of the business of the Partnership, including, without limitation, to do all such acts and things and execute all such agreements and other instruments as are necessary to give effect to the transactions described or contemplated by the Prospectus whether or not specifically mentioned in this Agreement. (2) The Managing GP may call a general meeting of the Partners at any time and place as it deems appropriate in its absolute discretion for the purpose of considering any matter set out in the notice of meeting and will be required to convene a meeting on receipt of a request in writing from the Limited Partner or the Liquidation GP. (3) Subject to Section 8.3, and without limiting the generality of Section 8.1, the Liquidation GP shall, following a Managing GP DefaultDefault Event, have full power and authority for and on behalf of and in the name of the Partnership to do any act that prior to the Managing GP Default Event was within the power and authority of the Managing GP.

General Powers of the Managing GP and the Liquidation GP. ‌ (1) Subject to Section 8.3, and without limiting the generality of Section 8.1, the Managing GP has full power and authority for and on behalf of and in the name of the Partnership: (a) to negotiate, enter into and to perform any agreement in connection with the establishment, operation, conduct or expansion of the business of the Partnership; (b) to manage and control all of the activities of the Partnership and take all measures necessary or appropriate for the business of the Partnership or ancillary thereto; (c) to maintain the records and accounts of the Partnership including those required to be maintained pursuant to the terms of this Agreement and applicable law and provide reports to the Partners; (d) acquire any real or personal property required or desirable for the business of the Partnership and to dispose of any property of the Partnership; (e) to borrow money from time to time without limit as to the amount, cost or terms of payment thereof, to draw, make, execute and issue promissory notes, evidences of notes, evidences of indebtedness and other negotiable or non-negotiable instruments and to secure the payment thereof by mortgage, charge, debenture, hypothecation, pledge or by the creation of any other appropriate security interest; (f) to cause the Partnership to provide guarantees, indemnities and other forms of assurance; (g) to cause the Partnership to provide security for any of its obligations; (h) to cause the Partnership to acquire or maintain insurance coverage of any type; (i) to employ, retain, engage or dismiss all Persons necessary for the conduct of the business of the Partnership; (j) to delegate any of its duties to such other Persons as it sees fit; (k) to retain such legal counsel, experts, advisors or consultants as the Managing GP considers appropriate appropriate, including the retention of any of same as the Managing GP may, in its discretion, determine to engage on behalf of the Limited Partner in the representation of the Limited Partner, and to rely upon the advice of such persons; (l) to open and operate any bank account; (m) to establish any required place of business of the Partnership; (n) in the course of the Partnership’s activities, to pay all costs and expenses of the Partnership; (o) to commence or defend any action or proceeding by, against or in connection with the Partnership; (p) to collect, xxx for and receive all sums of money or other property or items that are believed due to the Partnership; (q) to file returns required by any governmental or like authority; (r) to execute and file on behalf of the Partnership any elections that are referred to in the Income Tax Act or other applicable tax legislation as are in its reasonable opinion appropriate in the circumstances; (s) to invest funds of the Partnership not immediately required for the business of the Partnership; (t) to enter into hedge contracts or similar arrangements to permit the Partnership to mitigate or eliminate the Partnership’s exposure to interest rate fluctuations or foreign exchange or other risks associated with the business, so long as such hedge contracts or similar arrangements are documented using ISDA documentation templates or forms; (u) to make distributions; and (v) to do anything that is provided for in this Agreement or that is in furtherance of or is incidental to or is necessary or desirable in respect of the business of the Partnership, including, without limitation, to do all such acts and things and execute all such agreements and other instruments as are necessary to give effect to the transactions described or contemplated by the Prospectus whether or not specifically mentioned in this Agreement. (2) The Managing GP may call a general meeting of the Partners at any time and place as it deems appropriate in its absolute discretion for the purpose of considering any matter set out in the notice of meeting and will be required to convene a meeting on receipt of a request in writing from the Limited Partner or the Liquidation GP. (3) Subject to Section 8.3, and without limiting the generality of Section 8.1, the Liquidation GP shall, following a Managing GP DefaultDefault Event, have full power and authority for and on behalf of and in the name of the Partnership to do any act that prior to the Managing GP Default Event was within the power and authority of the Managing GP.