Common use of Powers and Duties of the General Partners Clause in Contracts

Powers and Duties of the General Partners. The General Partners shall have full and complete charge of all affairs of the Partnership, and the management and control of the Partnership's business shall rest exclusively with the General Partners, subject to the terms and conditions of this Agreement. The General Partners shall have a fiduciary responsibility for the safekeeping and use of all funds of the Partnership, whether or not in the General Partners' immediate possession or control. The General Partners 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 Partners shall have the rights, powers and authority granted to the General Partners hereunder or by law, or both, to obligate and bind the Partnership and, on behalf and in the name of the Partnership, to take such action as the General Partners deem necessary or advisable including, without limitation, making, executing and delivering purchase and sale, management and other agreements; leases, assignments, deeds and other transfers and conveyances; agreements to purchase, sell, lease or otherwise deal with personal property; escrow instructions; checks, drafts and other negotiable instruments; and all other documents and agreements which the General Partners deem reasonable or necessary in connection with the purchase of the Partnership's properties and the operation and management thereof. The execution and delivery of any such instrument by the General Partners shall be sufficient to bind the Partnership. The General Partners or their affiliates may acquire Units from time to time on their own behalf and for their own benefit. The General Partners or their affiliates may from time to time employ on behalf of the Partnership such persons, firms or corporations as they in their sole judgment shall deem advisable in the operation of the business of the Partnership, including accountants and attorneys, on such terms and for such compensation as they, in their sole judgment, shall determine, provided, however, that the Partnership shall not: (1) make any loans to any sponsor; (2) grant an exclusive right to sell or exclusive employment to sell property for the Partnership to a sponsor; (3) offer

Powers and Duties of the General Partners. The General Partners shall have full and complete charge of all affairs of the Partnership, and the management and control of the Partnership's ’s business shall rest exclusively with the General Partners, subject to the terms and conditions of this Agreement. The General Partners shall have a fiduciary responsibility for the safekeeping and use of all funds of the Partnership, whether or not in the General Partners' ’ immediate possession or control. The General Partners 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 Partners shall have the rights, powers and authority granted to the General Partners hereunder or by law, or both, to obligate and bind the Partnership and, on behalf and in the name of the Partnership, to take such action as the General Partners deem necessary or advisable advisable, including, without limitation, : making, executing and delivering purchase and sale, management loan and other agreements; agreements such as leases, assignments, deeds assignments and other transfers and conveyances; agreements to purchase, sell, lease or otherwise deal with personal property; , escrow instructions; , advances under the Participating Note, pledges, deeds of trust, mortgages and other security agreements, promissory notes, checks, drafts and other negotiable instruments; instruments and all other documents and agreements which the General Partners deem reasonable or necessary in connection with the purchase lending and investment of the Partnership's properties ’s net proceeds resulting from the Capital Contributions received, managing such assets and borrowing against the operation assets of the Partnership, including notes and management thereofcontracts receivable from the sales of Partnership assets. The execution and delivery of any such instrument instruments by the General Partners shall be sufficient to bind the Partnership. However, unless the prior consent of Limited Partners holding a majority of the Units of the Partnership is obtained, the General Partners shall be prohibited from: (a) Selling substantially all of the Partnership’s assets in a single sale, or in multiple sales in the same 12-month period, except in the orderly liquidation and winding up of the business of the Partnership upon its termination and dissolution. (b) Pledging the credit of the Partnership in any way, except in the ordinary course of the Partnership business. (c) Executing or delivering any assignment for the benefit of the creditors of the Partnership. (d) Releasing, assigning or transferring a Partnership claim, security, commodity or any other assets of the Partnership without full and adequate consideration. The General Partners or their affiliates Affiliates may acquire Units from time to time on their own behalf and for their own benefit, provided that such right shall not create any preference in rights or benefits in favor of such Persons or permit them to buy Units other than at the same cash price and on the same terms as are available to other non-affiliated Limited Partners. The General Partners or their affiliates Affiliates may from time to time employ on behalf of the Partnership such personsPersons, firms or corporations as they in their sole judgment shall deem advisable in the operation of the business of the Partnership, including accountants and attorneys, on such terms and for such compensation as they, in their sole judgment, shall determine, provided, however, that the Partnership shall not: (1) make any loans to any sponsorSponsor (excluding the permitted advances under the Participating Note) and related, loan to be made by the Partnership to the Borrower secured by real properties purchased and owned by the Borrower, (2) offer Limited Partnership interests in exchange for any consideration other than cash, (3) lend any Distributable Cash From Operations to the Borrower for additional properties or relend any Surplus Funds, (4) purchase limited partnership interests in other partnerships, and (5) incur any non-recourse indebtedness wherein the lender will have or acquire, at any time as a result of making the loan, any direct or indirect interest in the profits, capital or property of the Partnership other than as a secured creditor. The Partnership shall not be permitted to purchase real property, directly or indirectly. The owner of real property which secures repayment of the Participating Note will as owner be entitled to all attributes of real property ownership. Sponsors shall not receive a rebate, give-up or similar payment or enter into any reciprocal business arrangement which would circumvent any provisions contained in this Agreement. No Sponsor shall: (1) commingle the Partnership funds with those of any other Person or entity; (2) grant operate the Partnership in such a manner as to have the Partnership classified as an exclusive right to sell or exclusive employment to sell property “investment company” for purposes of the Investment Company Act of 1940, (3) cause the Partnership to enter into any agreements with the General Partners or their Affiliates (excluding agreements permitted by the Master Loan Agreement and the Participating Note) which shall not be subject to termination without penalty by either party upon not more than sixty (60) days’ written notice, or (4) incur short-term borrowings except for Partnership working capital items. No Sponsor shall, or shall permit any underwriter, dealer or salesman of the Units to, directly or indirectly pay or award any finder’s fees, commissions or other compensation to any Person engaged by a sponsor; (3) offerpotential investor for investment advice as an inducement to such advisor to advise the potential investor to purchase Limited Partnership interests of the Partnership, provided, however, that the General Partners and their Affiliates shall not be prohibited from paying the normal sales commissions payable to registered broker dealers or other properly licensed Persons for selling Units.

Powers and Duties of the General Partners. (a) The General Partners shall have full and complete charge of all affairs of the Partnership, . and the management and control of the Partnership's business shall rest exclusively with the General Partners, subject to the terms and conditions of this Agreement. The General Partners shall have a fiduciary responsibility for the safekeeping and use of all funds and assets of the Partnership, whether or not in the General Partners' immediate possession or control. The General Partners 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 Partners shall have the rights, powers and authority granted to the General Partners hereunder or by lawLaw, or both, to obligate and bind the Partnership and, on behalf and in the name of the Partnership, to take such action as the General Partners deem necessary or advisable including, without limitation, making, executing and delivering purchase and sale, management and other agreements; leases, assignments, deeds and other transfers and conveyances; agreements to purchase, sell, lease or otherwise deal with personal property; escrow instructions; checks, drafts and other negotiable instruments; and all other documents and agreements which the General Partners deem reasonable or necessary in connection with the purchase of the Partnership's properties and the operation and management thereof. The execution and delivery of any such instrument by the General Partners shall be sufficient to bind the Partnership. The Limited Partners cannot contract away the fiduciary duty owed by the General Partners and the Partnership to Limited Partners under common law. (b) The General Partners or their affiliates may acquire Units from time to time on their own behalf and for their own benefit. Such units will be held by them for investment and not with a view to distribution. (c) The General Partners or their affiliates may from time to time employ on behalf of the Partnership such persons, firms or corporations as they in their sole judgment shall deem advisable in the operation of the business of the Partnership, including accountants and attorneys, on such terms and for such compensation as they, in their sole judgment, judgment shall determine, provided, however, that the Partnership shall not: : (1) make any loans to any sponsorsponsor or affiliate; (2) grant an exclusive right to sell or exclusive employment to sell property for the Partnership to a sponsor; (3) offeroffer Limited Partnership interests in exchange for property; (4) employ a sponsor to constrict or develop Partnership property; (5) after two years after the public offering terminates, invest any surplus funds;

Powers and Duties of the General Partners. (a) The General Partners shall have full and complete charge of all affairs of the Partnership, and the management and control of the Partnership's business shall rest exclusively with the General Partners, subject to the terms and conditions of this Agreement. The General Partners shall have a fiduciary responsibility for the safekeeping and use of all funds and assets of the Partnership, whether or not in the General Partners' immediate possession or control. The General Partners 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 Partners shall have the rights, powers and authority granted to the General Partners hereunder or by law, or both, to obligate and bind the Partnership and, on behalf and in the name of the Partnership, to take such action as the General Partners deem necessary or advisable including, without limitation, making, executing and delivering purchase and sale, management and other agreements; leases, assignments, deeds and other transfers and conveyances; agreements to purchase, sell, lease or otherwise deal with personal property; escrow instructions; checks, drafts and other negotiable instruments; and all other documents and agreements which the General Partners deem reasonable or necessary in connection with the purchase of the Partnership's properties and the operation and management thereof. The execution and delivery of any such instrument by the General Partners shall be sufficient to bind the Partnership. The Limited Partners cannot contract away the fiduciary duty owed by the General Partners and the Partnership to Limited Partners under common law. (b) The General Partners or their affiliates may acquire Units from time to time on their own behalf and for their own benefit. Such units will be held by them for investment and not with a view to distribution. (c) The General Partners or their affiliates may from time to time employ on behalf of the Partnership such persons, firms or corporations as they in their sole judgment shall deem advisable in the operation of the business of the Partnership, including accountants and attorneys, on such terms and for such compensation as they, in their sole judgment, shall determine, ; provided, however, that the Partnership shall not: : (1) make any loans to any sponsorsponsor or affiliate; (2) grant an exclusive right to sell or exclusive employment to sell property for the Partnership to a sponsor; , (3) offeroffer Limited Partnership interests in exchange for property; (4) employ a sponsor to construct or develop Partnership property; (5) reinvest any cash available for distribution; (6) purchase limited partnership interests in other partnerships; and

Powers and Duties of the General Partners. (a) The General Partners shall have full and complete charge of all affairs of the Partnership, and the management and control of the Partnership's business shall rest exclusively with the General Partners, subject to the terms and conditions of this Agreement. The General Partners shall have a fiduciary responsibility for the safekeeping and use of all funds and assets of the Partnership, whether or not in the General Partners' immediate possession or control. The General Partners 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 Partners shall have the rights, powers and authority granted to the General Partners hereunder or by law, or both, to obligate and bind the Partnership and, on behalf and in the name of the Partnership, to take such action as the General Partners deem necessary or advisable including, without limitation, making, executing and delivering purchase and sale, management and other agreements; leases, assignments, deeds and other transfers and conveyances; agreements to purchase, sell, lease or otherwise deal with personal property; escrow instructions; checks, drafts and other negotiable instruments; and all other documents and agreements which the General Partners deem reasonable or necessary in connection with the purchase of the Partnership's properties and the operation and management thereof. The execution and delivery of any such instrument by the General Partners shall be sufficient to bind the Partnership. The Limited Partners cannot contract away the fiduciary duty owed by the General Partners and the Partnership to Limited Partners under common law. (b) The General Partners or their affiliates may acquire Units from time to time on their own behalf and for their own benefit. Such units will be held by them for investment and not with a view to distribution. (c) The General Partners or their affiliates may from time to time employ on behalf of the Partnership such persons, firms or corporations as they in their sole judgment shall deem advisable in the operation of the business of the Partnership, including accountants and attorneys, on such terms and for such compensation as they, in their sole judgment, shall determine, provided, however, that the Partnership shall not: (1) make any loans to any sponsor; (2) grant an exclusive right to sell or exclusive employment to sell property for the Partnership to a sponsor; (3) offeroffer Limited Partnership interests in exchange for property; (4) employ a sponsor to construct or develop Partnership property; (5) after two years after the public offering terminates, invest any surplus funds;