Common use of Powers of the General Partner Clause in Contracts

Powers of the General Partner. The General Partner shall have and exercise the power on behalf and in the name of the Partnership that a general partner in a limited partnership may have or exercise under the Act and is authorized and empowered to carry out any and all of the purposes of the Partnership and to perform (either itself or through any of its Affiliates) all acts and enter into and perform all contracts and other undertakings which it may deem necessary or advisable or incidental thereto, including, without limitation, the power to: (a) direct the formulation of investments and strategies for the Partnership in accordance with this Agreement and to engage any Person, including any Affiliate, for any purpose consistent with the Partnership’s objectives and which is deemed appropriate for the Partnership by the General Partner in its sole discretion; (i) borrow monies from brokers, banks, and any other Person, including, without limitation, to (A) pay Partnership Expenses or Management Fees, (B) make distributions, (C) facilitate committing to or closing a proposed Portfolio Investment; (ii) raise monies or utilize any other forms of leverage including, without limitation, through the use of structured financial products; (iii) issue, accept, endorse, and execute promissory notes, drafts, bills of exchange, warrants, bonds, debentures, and other negotiable or non-negotiable instruments and evidences of indebtedness; and (iv) grant or issue guarantees; (c) appoint and enter into a contract with any Person to do any and all acts and exercise all rights, powers, privileges, and other incidents of ownership or possession with respect to Partnership Assets, including, without limitation, the right to possess, lend, Transfer, and institute, settle, or compromise suits and administrative proceedings and other similar matters; (d) open, maintain, and close accounts with brokers, dealers, and custodians, which power shall include the authority to issue all instructions and authorizations to brokers, dealers, and custodians regarding Partnership Assets and money therein and to pay, or authorize the payment and reimbursement of, brokerage commissions; (e) open, maintain, and close bank accounts and draw checks or other orders for the payment of monies; (f) do any and all acts on behalf of the Partnership and exercise all rights of the Partnership with respect to its interest in any Person including, without limitation, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings, and other similar matters; (g) organize one or more corporations or other entities formed to hold Portfolio Investments or Partnership Assets; (h) make any and all elections for federal, state, local, and foreign tax purposes, including any election to adjust the tax basis of Partnership Assets pursuant to Section 754 of the Code; provided, that no election shall be made that would cause the Partnership to lose its status as a partnership for federal income tax purposes; (i) engage one or more custodians, attorneys, placement agents, independent accountants, prime brokers, administrators, consultants, and any other Persons that the General Partner deems necessary or advisable; (j) maintain, for the conduct of Partnership affairs, one or more offices, and in connection therewith, rent or acquire office space, engage personnel, whether part-time or full time, and do any other acts that the General Partner deems necessary or advisable in connection with the maintenance and administration of such office or offices; (k) enter into a servicing agreement with an entity or entities (including Limited Partners and their Affiliates) as the General Partner shall determine in its sole discretion, for the oversight of the Partnership’s financial records, preparation of reports to the Limited Partners, monitoring of payment of Partnership Expenses, and the performance of administrative and professional services in connection with the servicing and monitoring of the Portfolio Investments; (l) make, execute, deliver, record, and file all certificates, instruments, documents, reports, statements, or any amendment thereto, of any kind necessary or desirable to accomplish the business, purpose, and objectives of the Partnership, in each case as required by any applicable law, agreement, or its business judgment; (m) authorize any partner, director, officer, employee, or other agent of the General Partner or its Affiliates or agent or employee of the Partnership to act for and on behalf of the Partnership in all matters incidental to the foregoing and to do any other act that the General Partner deems necessary or advisable in connection with the management and administration of the Partnership; and (n) make, execute, sign, acknowledge, swear to, record, and file (i) this Agreement and any amendment to this Agreement; (ii) the Certificate of Limited Partnership and all amendments thereto required or permitted by law or the provisions of this Agreement; (iii) all certificates and other instruments deemed advisable by the General Partner to carry out the provisions of this Agreement and applicable law or to permit the Partnership to become or to continue as a limited partnership in the State of Delaware and all other jurisdictions in which the Partnership conducts or plans to conduct business; (iv) all instruments that the General Partner deems appropriate to reflect a change or modification of this Agreement or the Partnership in accordance with this Agreement, including, without limitation, the substitution of assignees as Limited Partners pursuant to Section 5.04 and amendments to this Agreement; (v) all conveyances and other instruments, certificates, or other documents deemed advisable by the General Partner to effect the winding up and termination of the Partnership (including, but not limited to, a certificate of cancellation); (vi) all fictitious or assumed name certificates or any other business certificate required or permitted to be filed on behalf of the Partnership; and (vii) all other instruments or documents which may be required or permitted by law to be filed on behalf of the Partnership.

Powers of the General Partner. The (a) Subject to Section 5.11 and the other express limitations set forth in this Agreement, the power to direct the management, operation and policies of the Partnership shall be vested exclusively in the General Partner Partner, which shall have and exercise the power by itself and shall be authorized and empowered on behalf and in the name of the Partnership that a general partner in a limited partnership may have or exercise under the Act and is authorized and empowered to carry out any and all of the objects and purposes of the Partnership and to perform (either itself or through any of its Affiliates) all acts and enter into and perform all contracts and other undertakings which that it may in its sole discretion deem necessary or advisable or incidental thereto, including, without limitationall in accordance with and subject to the other terms of this Agreement. (b) Without limiting the foregoing general powers and duties, the power General Partner is hereby authorized and empowered on behalf and in the name of the Partnership, or on its own behalf and in its own name, or through agents as may be appropriate, subject to the limitations contained elsewhere in this Agreement, to: (ai) make all decisions concerning the Partnership's interest in any Operating Company, including with respect to the voting of securities of such Operating Company, the appointment, removal and replacement of trustees, managers or directors of such Operating Company and the exercise of any rights and compliance with any obligations of the Partnership under any agreements with such Operating Company or to which such Operating Company is subject or with any Person having an interest in such Operating Company. (ii) make all decisions concerning, and enter into Advisory Agreements with Investment Advisors under which such Investment Advisors provide advice and recommendations to the General Partner or the Partnership with respect to, the financing or operation of the Partnership, and the structuring, organization, formation, capitalization or financing of any Operating Company; (iii) direct the formulation of investments investment policies and strategies for the Partnership and any Operating Company, and select and approve the investment of Partnership funds in any Operating Company, all in accordance with the Investment Guidelines and the other limitations of this Agreement and to engage any Person, including any Affiliate, for any purpose consistent with the Partnership’s objectives and which is deemed appropriate for the Partnership by the General Partner in its sole discretionAgreement; (iiv) borrow monies from brokerssell, banksexchange, and or otherwise dispose of all or any other Personportion of the Partnership's interest in any Operating Company and, including, without limitation, to (A) pay Partnership Expenses or Management Fees, (B) make distributions, (C) facilitate committing to or closing a proposed Portfolio Investment; (ii) raise monies or utilize any other forms of leverage including, without limitation, through the use of structured financial products; (iii) issuein connection therewith, accept, endorsecollect, and execute promissory noteshold, draftssell, bills of exchange, warrants, bonds, debentures, and other negotiable or non-negotiable instruments and otherwise dispose of evidences of indebtedness; and (iv) grant Indebtedness or issue guaranteesother property received pursuant thereto; (cv) appoint and enter into cause or consent to a contract merger, combination, recombination or consolidation of any Operating Company or other Fund Entity with any Person to do any and all acts and exercise all rights, powers, privileges, and unrelated Entity or between or among two or more Operating Companies or other incidents of ownership or possession with respect to Partnership Assets, including, without limitation, the right to possess, lend, Transfer, and institute, settleFund Entities, or compromise suits and administrative proceedings and cause or consent to a transfer or exchange of Properties, interests in Fund Entities or other similar mattersassets of or between one or more Operating Companies or other Fund Entities; (dvi) consent to any amendment to or restatement of the Constituent Documents of any Operating Company; (vii) open, maintain, and close accounts with brokers, dealers, and custodians, which power shall include the authority to issue all instructions and authorizations to brokers, dealers, and custodians regarding Partnership Assets and money therein and to pay, or authorize the payment and reimbursement of, brokerage commissions; (e) open, maintain, maintain and close bank accounts and draw checks or other orders for the payment of moniesmoney and open, maintain and close brokerage, money market fund and similar accounts; (fviii) do hire for usual and customary payments and expenses consultants, investment bankers, brokers, appraisers, attorneys, accountants and such other agents for the Partnership as it may deem necessary or advisable, and authorize any such agent to act for and all acts on behalf of the Partnership and exercise all rights of the Partnership with respect to its interest in any Person including, without limitation, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings, and other similar mattersPartnership; (gix) organize one or more corporations or other entities formed to hold Portfolio Investments or Partnership Assets; (h) make enter into, execute, maintain and/or terminate contracts, undertakings, agreements and any and all elections for federal, state, localother documents and instruments in the name of the Partnership, and foreign tax purposesdo or perform all such things as may be necessary or advisable in furtherance of the Partnership's powers, objects or purposes or to the conduct of the Partnership's activities, including any election entering into agreements to adjust the tax basis acquire or dispose of Partnership Assets pursuant to Section 754 of the Code; providedinterests in Operating Companies which may include such representations, that no election shall be made that would cause the Partnership to lose its status warranties, covenants, indemnities and guaranties as a partnership for federal income tax purposes; (i) engage one or more custodians, attorneys, placement agents, independent accountants, prime brokers, administrators, consultants, and any other Persons that the General Partner deems necessary or advisable; (jx) maintain, for the conduct of Partnership affairs, one or more offices, incur Indebtedness and provide indemnities in connection therewith, rent on a recourse (only with respect to the assets of the Partnership or acquire office spaceany Fund Entity) or non-recourse basis, engage personnelon behalf of any Fund Entity other than the Partnership and, whether part-time or full timein its discretion, secure any and all of such Indebtedness with the assets of any Fund Entity, including the Unfunded Commitments of the Partners, and do any other acts that to assign the Partnership's and the General Partner deems necessary or advisable in connection with Partner's rights to issue Capital Calls and to deliver Capital Call Notices to the maintenance Partners, to receive Capital Contributions from Partners and administration to enforce such rights under the terms of such office or officesthis Agreement and any Subscription Agreement; (kxi) enter into a servicing agreement with an entity or entities (including Limited Partners and their Affiliates) act as the General Partner shall determine "tax matters partner" under the Code and in any similar capacity under state, local or foreign law; (xii) make, in its sole discretion, any and all elections for U.S. federal, state, local and foreign tax matters, including any election to adjust the oversight basis of Partnership property pursuant to Sections 734(b), 743(b) and 754 of the Partnership’s financial recordsCode or comparable provisions of state, preparation of reports to the Limited Partners, monitoring of payment of Partnership Expenses, and the performance of administrative and professional services in connection with the servicing and monitoring of the Portfolio Investmentslocal or foreign law; (lxiii) make, execute, deliver, record, and file all certificates, instruments, documents, reports, statements, delegate any powers or any amendment thereto, of any kind necessary or desirable to accomplish the business, purpose, and objectives of the Partnership, in each case as required by any applicable law, agreement, or its business judgment; (m) authorize any partner, director, officer, employee, or other agent responsibilities of the General Partner under this Agreement as they relate to any Operating Company to the trustees, directors, or its Affiliates managers, as applicable, of such Operating Company. (c) Notwithstanding subsections (a) and (b) of this Section 4.2, the General Partner shall not take any action in the name or agent or employee of the Partnership to act for and on behalf of the Partnership in all matters incidental to which under the foregoing and to do any terms of this Agreement requires the approval or consent of the Management Board, the Advisory Committee, Partners other act that than the General Partner deems necessary or advisable in connection with the management and administration of the Partnership; and (n) make, execute, sign, acknowledge, swear to, record, and file (i) this Agreement and any amendment to this Agreement; (ii) the Certificate of Limited Partnership and all amendments thereto required or permitted by law or the provisions of this Agreement; (iii) all certificates and other instruments deemed advisable by the General Partner to carry out the provisions of this Agreement and applicable law or to permit the Partnership to become or to continue as a limited partnership in the State of Delaware and all other jurisdictions in which the Partnership conducts or plans to conduct business; (iv) all instruments that the General Partner deems appropriate to reflect a change or modification of this Agreement or the Partnership in accordance with this Agreement, including, without limitation, the substitution of assignees as Limited Partners pursuant to Section 5.04 and amendments to this Agreement; (v) all conveyances and other instruments, certificates, or other documents deemed advisable by the General Partner to effect the winding up and termination of the Partnership (including, but not limited toif applicable, a certificate of cancellation); (vithe Non-Managing General Partner) all fictitious or assumed name certificates Fund Investors, unless the approval or any other business certificate consent required or permitted to be filed on behalf of the Partnership; and (vii) all other instruments or documents which may be required or permitted by law to be filed on behalf of the Partnershipthis Agreement has been obtained.

Powers of the General Partner. The General Partner shall have the right (except for those matters set forth in Section 7.4 hereof) and exercise the power on behalf and in the name of the Partnership that a general partner in a limited partnership may have or exercise under the Act and is authorized and empowered duty to carry out take any and all of the purposes of the Partnership and to perform (either itself or through any of its Affiliates) all acts and enter into and perform all contracts and other undertakings which it may deem necessary or advisable or incidental thereto, including, without limitation, the power to: (a) direct the formulation of investments and strategies for the Partnership in accordance with this Agreement and to engage any Person, including any Affiliate, for any purpose consistent with the Partnership’s objectives and which is deemed appropriate for the Partnership by the General Partner in its sole discretion; (i) borrow monies from brokers, banks, and any other Person, including, without limitation, to (A) pay Partnership Expenses or Management Fees, (B) make distributions, (C) facilitate committing to or closing a proposed Portfolio Investment; (ii) raise monies or utilize any other forms of leverage including, without limitation, through the use of structured financial products; (iii) issue, accept, endorse, and execute promissory notes, drafts, bills of exchange, warrants, bonds, debentures, and other negotiable or non-negotiable instruments and evidences of indebtedness; and (iv) grant or issue guarantees; (c) appoint and enter into a contract with any Person to do any and all acts and exercise all rights, powers, privileges, and other incidents of ownership or possession with respect to Partnership Assets, including, without limitation, the right to possess, lend, Transfer, and institute, settle, or compromise suits and administrative proceedings and other similar matters; (d) open, maintain, and close accounts with brokers, dealers, and custodians, which power shall include the authority to issue all instructions and authorizations to brokers, dealers, and custodians regarding Partnership Assets and money therein and to pay, or authorize the payment and reimbursement of, brokerage commissions; (e) open, maintain, and close bank accounts and draw checks or other orders for the payment of monies; (f) do any and all acts on behalf of the Partnership and exercise all rights of the Partnership with respect to its interest in any Person including, without limitation, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings, and other similar matters; (g) organize one or more corporations or other entities formed to hold Portfolio Investments or Partnership Assets; (h) make any and all elections for federal, state, local, and foreign tax purposes, including any election to adjust the tax basis of Partnership Assets pursuant to Section 754 of the Code; provided, that no election shall be made that would cause the Partnership to lose its status as a partnership for federal income tax purposes; (i) engage one or more custodians, attorneys, placement agents, independent accountants, prime brokers, administrators, consultants, and any other Persons that actions the General Partner deems necessary or advisable; (j) maintain, for the conduct of Partnership affairs, one or more offices, and in connection therewith, rent or acquire office space, engage personnel, whether part-time or full time, and do any other acts that the General Partner deems necessary or advisable Partner's reasonable opinion, in connection with order to carry out the maintenance and administration of such office or offices; (k) enter into a servicing agreement with an entity or entities (including Limited Partners and their Affiliates) as the General Partner shall determine in its sole discretion, for the oversight of the Partnership’s financial records, preparation of reports to the Limited Partners, monitoring of payment of Partnership Expenses, and the performance of administrative and professional services in connection with the servicing and monitoring of the Portfolio Investments; (l) make, execute, deliver, record, and file all certificates, instruments, documents, reports, statements, or any amendment thereto, of any kind necessary or desirable to accomplish the business, purpose, and objectives purpose of the Partnership, in each case as required by any applicable lawand, agreement, or its business judgment;without limitation: (mi) authorize any partnerto execute and to deliver, director, officer, employee, or other agent of the General Partner or its Affiliates or agent or employee of the Partnership to act for and on behalf of the Partnership in all matters incidental to the foregoing and to do Partnership, any promissory notes, deeds of trust, mortgages, security agreements, financing statements, assignments of leases, "master leases", or other act that the General Partner deems necessary instruments required or advisable in connection with any permitted loans, mortgages, pledges or hypothecations, specifically including the management Initial Loan Documents; (ii) to design and administration construct the Project and to develop and improve the Land or to cause the Project to be designed and constructed and the Land to be developed and improved; (iii) to administer all matters pertaining to insurance with respect to Partnership property; (iv) to institute, prosecute and defend any legal or administrative actions or proceedings on behalf of or against the Partnership; (v) to operate and maintain, or cause to be operated and maintained the Project, or any part or parts thereof; (vi) to employ, terminate employment, supervise and compensate out of Partnership funds all Persons for and in connection with the business of the Partnership or the acquisition, improvement, operation, maintenance, management, leasing, financing, refinancing, sale, exchange, or other disposition of the Project, or any interest therein; (vii) to acquire, repair and replace such tangible and intangible personal property as may be necessary to carry on the business of the Partnership; (viii) to negotiate and execute leases for prospective tenants or other occupancy agreements with prospective concessionaires in the Project; (ix) to collect all rentals and all other sums due to the Partnership and to enforce the obligations of tenants, concessionaires, and guests of the Project; (x) to negotiate and contract with all utility companies servicing the Project; (xi) to apply for and maintain all licenses and permits required to be obtained and maintained by the Partnership; (xii) to negotiate the amounts of all taxes, assessments, and other impositions applicable to Partnership Property with the proper authorities and, when appropriate, undertake any action or proceeding seeking to reduce such taxes, assessments or impositions; (xiii) to deposit all monies received by General Partner for or on behalf of the Partnership into such accounts as may be designated by the General Partner and to disburse and to pay all funds on deposit on behalf of the Partnership in such amounts and at such time as the same are required in connection with the ownership, construction, development, maintenance and operation of the Partnership; (xiv) to supervise and coordinate construction and architectural services, to engage in the leasing of rooms, apartments or other space in the Project, and to perform accounting and other functions normally performed by development partners; (xv) to take such actions (and promptly thereafter, send written notice to the Limited Partner) as it, in its reasonable judgment, deems necessary for the protection of life or health or the preservation of the assets of the Partnership, if, under the circumstances, any delay would materially increase the risk to life or health or the preservation of such assets; and (nxvi) maketo take all actions, executeundertake such proceedings, sign, acknowledge, swear to, record, exercise all rights and file (i) this Agreement and any amendment to this Agreement; (ii) the Certificate of Limited Partnership and execute all amendments thereto required documents not expressly described herein deemed necessary or permitted by law or the provisions of this Agreement; (iii) all certificates and other instruments deemed advisable by the General Partner to perform any of the foregoing or any rights or obligations of the General Partner set forth elsewhere in this Agreement or to conduct or carry out the provisions of this Agreement and applicable law or to permit the Partnership to become or to continue as a limited partnership in the State of Delaware and all other jurisdictions in which the Partnership conducts or plans to conduct business; (iv) all instruments that the General Partner deems appropriate to reflect a change or modification of this Agreement or the Partnership in accordance with this Agreement, including, without limitation, the substitution of assignees as Limited Partners pursuant to Section 5.04 and amendments to this Agreement; (v) all conveyances and other instruments, certificates, or other documents deemed advisable by the General Partner to effect the winding up and termination of the Partnership (including, but not limited to, a certificate of cancellation); (vi) all fictitious or assumed name certificates or any other business certificate required or permitted to be filed on behalf of the Partnership; and (vii) all other instruments or documents which may be required or permitted by law to be filed on behalf of the Partnership.

Powers of the General Partner. (a) The General Partner shall will have full and exercise complete charge of all affairs of the power on behalf Partnership, and in the name management, control and conduct of business of the Partnership that a general partner in a limited partnership may have or exercise under will rest exclusively with the Act General Partner, subject to the terms and is authorized and empowered conditions of this Agreement. (b) Subject to carry out any and all limitations expressly set forth in this Agreement, the General Partner will perform or cause to be performed, at the Partnership's expense, the coordination of all management and operational functions relating to the business of the purposes Partnership. Without limiting the generality of the foregoing, the General Partner, subject to such limitations, is expressly authorized on behalf of the Partnership to: (i) make Investments; (ii) create and operate investment vehicles to make the Investments; (iii) set aside funds for reserves and Partnership Liabilities; (iv) enter into an agreement with the AIFM, the Investment Manager, or any Affiliates thereof, delegating any administrative and investment management responsibilities vested by this Agreement in the General Partner as the General Partner, the AIFM and the Investment Manager may agree; (v) enter into agreements and contracts with third parties, terminate such agreements and institute, defend and settle litigation arising therefrom and give receipts, releases and discharges with respect to all of the foregoing and any matters incident thereto; (vi) be secured or unsecured including incurring indebtedness for any purpose of the Partnership under a subscription credit facility secured by an assignment of the obligations of the Limited Partners to make Capital Contributions to the Partnership provided that any such subscription credit facility shall not remain outstanding for longer than twelve (12) months; (vii) borrow money (or cause an Investment Structure or a Portfolio Entity to borrow money) or to give guarantees, indemnitees, covenants or other undertakings in respect of borrowings by Investment Structure or Investments, for any purpose of the Partnership and to perform (either itself or through any of its Affiliates) all acts in connection with such borrowings and enter into and perform all contracts and other undertakings which it may deem necessary or advisable or incidental thereto, including, without limitation, the power to: (a) direct the formulation of investments and strategies for the Partnership in accordance with this Agreement and to engage any Person, including any Affiliate, for any purpose consistent with the Partnership’s objectives and which is deemed appropriate for the Partnership by guarantees the General Partner in its sole discretion; (i) borrow monies from brokersmay make, banks, and any other Person, including, without limitation, to (A) pay Partnership Expenses or Management Fees, (B) make distributions, (C) facilitate committing to or closing a proposed Portfolio Investment; (ii) raise monies or utilize any other forms of leverage including, without limitation, through the use of structured financial products; (iii) issue, accept, endorse, endorse and execute promissory notes, drafts, bills of exchange, warrants, bonds, debentures, exchange and other negotiable or non-negotiable instruments and evidences of indebtedness; , and (iv) to secure the payment thereof by mortgage, charge, pledge or assignment of or grant of a security interest in all or issue guaranteesany part of the Investments; (cviii) advance, lend, guarantee or deposit money or give credit, provided that such loans, advances, guarantees or deposits shall be made only in connection with an actual or prospective Investment; (ix) enforce security and exercise liens, charges, seize collateral or pledged assets, appoint administrators, liquidators, receivers and enter into a contract reinsurers and generally to act to protect Investments; (x) maintain, at the expense of the Partnership, adequate records and accounts of all operations and expenditures and furnish the Partners with the reports required hereunder; (xi) engage, at the expense of the Partnership, consultants, external accountants, administrators, auditors, external legal counsel and support, escrow agents and others, and terminate such engagement; (xii) pay, extend, renew, modify, adjust, submit to arbitration, prosecute, defend or compromise, upon such terms as it may determine and upon such evidence as it may deem sufficient, any Person to do obligation, suit, liability, cause of action or claim, including taxes, either in favour of or against the Partnership; (xiii) pay any and all acts reasonable fees and exercise all rights, powers, privileges, and other incidents of ownership or possession with respect to Partnership Assets, including, without limitation, the right to possess, lend, Transfer, and institute, settle, or compromise suits and administrative proceedings and other similar matters; (d) open, maintain, and close accounts with brokers, dealers, and custodians, which power shall include the authority to issue all instructions and authorizations to brokers, dealers, and custodians regarding Partnership Assets and money therein and to pay, or authorize the payment and reimbursement of, brokerage commissions; (e) open, maintain, and close bank accounts and draw checks or other orders for the payment of monies; (f) do make any and all acts on behalf reasonable expenditures that it deems necessary or appropriate in connection with the organization of the Partnership, the offering and sale of Interests, the management of the affairs of the Partnership, the investment and maintenance of the assets of the Partnership and exercise all rights the carrying out of the Partnership with respect to its interest in any Person including, without limitation, participation in arrangements with creditors, the institution obligations and settlement or compromise of suits and administrative proceedings, and other similar mattersresponsibilities under this Agreement; (gxiv) organize one or more corporations or other entities formed to hold Portfolio Investments or Partnership Assets; (h) make any and all elections for federal, state, local, and foreign tax purposes, including any election to adjust the tax basis of Partnership Assets pursuant to Section 754 of the Code; provided, that no election shall be made that would cause the Partnership to lose its status as a partnership for federal income tax purposes; (i) engage one or more custodians, attorneys, placement agents, independent accountants, prime brokers, administrators, consultants, and any other Persons that the General Partner deems necessary or advisable; (j) maintain, for the conduct of Partnership affairs, one or more offices, and in connection therewith, rent or acquire office space, engage personnel, whether part-time or full time, and do any other acts that the General Partner deems necessary or advisable in connection with the maintenance and administration of such office or offices; (k) enter into a servicing agreement with an entity or entities (including admit additional Limited Partners and their Affiliates) as the General Partner shall determine in its sole discretion, for the oversight of the Partnership’s financial records, preparation of reports to the Limited Partners, monitoring of payment of Partnership Expenses, and the performance of administrative and professional services in connection with the servicing and monitoring of the Portfolio Investments; (l) make, execute, deliver, record, and file all certificates, instruments, documents, reports, statements, or any amendment thereto, of any kind necessary or desirable to accomplish the business, purpose, and objectives of the Partnership, in each case as required by any applicable law, agreement, or its business judgment; (m) authorize any partner, director, officer, employee, or other agent of the General Partner or its Affiliates or agent or employee of the Partnership to act for and on behalf of the Partnership in all matters incidental to the foregoing and to do any other act that the General Partner deems necessary or advisable in connection with the management and administration of the Partnership; and (n) make, execute, sign, acknowledge, swear to, record, and file (i) this Agreement and any amendment to this Agreement; (ii) the Certificate of Limited Partnership and all amendments thereto required or permitted by law or the provisions of this Agreement; (iii) all certificates and other instruments deemed advisable by the General Partner to carry out the provisions of this Agreement and applicable law or to permit the Partnership to become or to continue as a limited partnership in the State of Delaware and all other jurisdictions in which the Partnership conducts or plans to conduct business; (iv) all instruments that the General Partner deems appropriate to reflect a change or modification of this Agreement or the Partnership in accordance with this Agreement, including; (xv) admit an assignee of a Limited Partner's Interest to be a substituted Limited Partner in the Partnership pursuant to and subject to the terms of Section 11 hereof, without limitationthe consent of any Limited Partner; (xvi) to establish, the substitution of assignees as Limited Partners pursuant to Section 5.04 and amendments to this Agreement; (v) all conveyances and other instrumentsacquire and/or operate Investment Structures, certificatesAlternative Investment Vehicles, or other documents deemed advisable by the General Partner to effect the winding up and termination of the Partnership (Parallel Vehicles and/or feeder funds, including, but not limited to, a certificate exercising any powers or authority granted to the General Partner under this Section 7.5 or elsewhere under this Agreement through Investment Structures, Alternative Investment Vehicles, Parallel Vehicles and/or feeder funds; (xvii) admit additional General Partners without the consent of cancellation); any Limited Partner; (vixviii) all fictitious or assumed name certificates determine the accounting methods and conventions to be used in the preparation of tax returns and make such elections under the tax laws of several states and other relevant jurisdictions as to the treatment of items of income, gain, loss, deduction and credit of the Partnership, or any other business certificate required method or procedure related to the preparation of such returns; (xix) to the extent permitted by applicable law, enter into side letter agreements with any Limited Partner, including any Affiliate and any Affiliated Account, to waive or modify the application of any terms of this Agreement with respect to such Limited Partner or to create new terms in addition to those described herein without obtaining the consent of any other Limited Partner (other than a Limited Partner whose contractual rights as a Limited Partner would be filed on behalf materially and adversely changed by such waiver, modification or creation of new terms) and without entitling any other Limited Partner to such waiver, modification or new term(s); (xx) open any bank accounts or other accounts necessary to operate and/or maintain the Partnership; and (xxi) prior to the termination of the Partnership; and , form new partnership(s) whose investment policies are substantially the same as the Partnership. (viic) all No provision of this Agreement will be construed to require the General Partner to violate the Companies Law or any other instruments law, regulation or documents which may be required or rule of any self-regulatory organization. (d) Notwithstanding any other provision of this Agreement to the fullest extent permitted by law applicable law, whenever in this Agreement, the General Partner is permitted or required to make a decision in its capacity as managing general partner of the Partnership (i) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, the General Partner will act consistently with its fiduciary duties to the Limited Partners as a whole or (ii) in its “good faith” or under another expressed standard, the General Partner will to the fullest extent permitted by applicable law, act under such express standard and will not be subject to any other or different standards. Unless otherwise expressly stated, for purposes of this Section 7.5(d), the General Partner will be deemed to be filed on behalf permitted or required to make all decisions hereunder in its sole discretion. (e) The General Partner agrees to devote a sufficient amount of its business time and attention to the activities of the Partnership. The Limited Partners acknowledge and understand that the General Partner may be responsible for other Kieger funds and may, consistent with this Agreement, form other Kieger funds after the Initial Closing, and the General Partner shall not be deemed to have violated the obligation set forth above solely as a result of its management of, or activities in relation to, other Kieger funds.

Powers of the General Partner. The General Partner shall have and exercise the power on behalf to take any action in managing the Partnership's business and in the name of the Partnership that a general partner in a limited partnership affairs as may have or exercise under the Act and is authorized and empowered to carry out any and all of the purposes of the Partnership and to perform (either itself or through any of its Affiliates) all acts and enter into and perform all contracts and other undertakings which it may deem be necessary or advisable or incidental thereto, including, without limitation, appropriate to conduct its business including the power topower: (a) direct the formulation to acquire, invest in or otherwise participate in other partnerships, corporations or other entities; (b) to purchase or otherwise acquire, construct, deal in, sell, lease or otherwise dispose of investments full or fractional interests in real property, depreciable property or personal property of any kind and strategies to buy or hold insurance of any kind; (c) to provide or contract for services of any kind; to make, enter into, deliver and perform contracts, agreements and other undertakings; to contract for the Partnership in accordance with this Agreement services of accountants, lawyers, investment managers, appraisers, contractors, or other service providers and to engage delegate powers to any Personsuch person; to retain or employ employees; (d) to lend money with or without security to any person, including any AffiliatePartner or an Affiliate of a Partner, for on any purpose consistent with the Partnership’s objectives and which is deemed appropriate for the Partnership by the General Partner in its sole discretioncommercially reasonable terms; (ie) borrow monies from brokers, banks, and any other Person, including, without limitationlimitation as to amount or terms, to (A) pay Partnership Expenses or Management Feesborrow and raise moneys, (B) make distributions, (C) facilitate committing to or closing a proposed Portfolio Investment; (ii) raise monies or utilize any other forms of leverage including, without limitation, through the use of structured financial products; (iii) issue, accept, endorse, endorse and execute promissory notes, ; drafts, bills of exchange, warrants, bonds, debentures, debentures and other negotiable or non-negotiable nonnegotiable instruments and evidences of indebtedness; and (iv) grant or issue guarantees; (c) appoint and enter into a contract with any Person to do any and all acts and exercise all rights, powers, privileges, and other incidents of ownership or possession with respect to Partnership Assets, including, without limitation, the right to possess, lend, Transfer, and institute, settle, or compromise suits and administrative proceedings and other similar matters; (d) open, maintain, and close accounts with brokers, dealers, and custodians, which power shall include the authority to issue all instructions and authorizations to brokers, dealers, and custodians regarding Partnership Assets and money therein and to pay, or authorize the payment and reimbursement of, brokerage commissions; (e) open, maintain, and close bank accounts and draw checks or other orders for secure the payment of moniesany such indebtedness and any interest in any such indebtedness by mortgage, pledge, transfer or assignment in trust of all or any part of the Partnership assets, whether owned at the time of any such transactions or acquired thereafter, and, in particular, to use the assets of the Partnership to secure borrowings the proceeds of which may be used to acquire companies or interests in companies in the fastener industry, and to sell, pledge or otherwise dispose of any such obligations of the Partnership; (f) do to guarantee any and all acts on behalf financial transaction of the Partnership and exercise all rights of the Partnership any kind with respect to its interest in any Person including, or without limitation, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings, and other similar matters;charging a fee therefor, (g) organize to have and maintain one or more corporations or other entities formed offices and to hold Portfolio Investments or Partnership Assets; (h) make any and all elections for federal, state, local, and foreign tax purposes, including any election to adjust the tax basis of Partnership Assets pursuant to Section 754 of the Code; provided, that no election shall be made that would cause the Partnership to lose its status as a partnership for federal income tax purposes; (i) engage one or more custodians, attorneys, placement agents, independent accountants, prime brokers, administrators, consultants, and any other Persons that the General Partner deems necessary or advisable; (j) maintain, for the conduct of Partnership affairs, one or more offices, and in connection therewith, rent or acquire office space, engage personnel, whether part-time or full time, purchase equipment and supplies and do any other acts that the General Partner deems necessary or advisable anything else which may be appropriate in connection with the maintenance and administration of such office or offices; (kh) enter into a servicing agreement with an entity or entities (including Limited Partners and their Affiliates) as the General Partner shall determine in its sole discretion, for the oversight to pay any expenses related to any of the Partnership’s financial records, preparation of reports to the Limited Partners, monitoring of payment of Partnership Expenses, and the performance of administrative and professional services in connection with the servicing and monitoring of the Portfolio Investments's businesses or affairs; (li) make, execute, deliver, record, and file all certificates, instruments, documents, reports, statements, or any amendment thereto, of any kind necessary or desirable to accomplish the business, purpose, and objectives of compromise claims against the Partnership, in each case as required by any applicable law, agreement, or its business judgment; (mj) authorize any partner, director, officer, employee, to establish bank accounts and other similar accounts for the Partnership; to make or other agent of delegate the General Partner authority to make withdraw from such accounts by check or its Affiliates or agent or employee of electronic transfer in the Partnership to act for and on behalf of the Partnership in all matters incidental to the foregoing and to do any other act that the General Partner deems necessary or advisable in connection with the management and administration name of the Partnership; and (nk) maketo acquire real and personal property, executearrange financing, signenter contracts and complete any other arrangements on behalf of a Partnership, acknowledge, swear to, record, and file (i) this Agreement and any amendment to this Agreement; (ii) the Certificate of Limited Partnership and all amendments thereto required or permitted by law or the provisions of this Agreement; (iii) all certificates and other instruments deemed advisable by the General Partner to carry out the provisions of this Agreement and applicable law or to permit the Partnership to become or to continue as a limited partnership in the State of Delaware and all other jurisdictions in which the Partnership conducts or plans to conduct business; (iv) all instruments that the General Partner deems appropriate to reflect a change or modification of this Agreement or the Partnership in accordance with this Agreement, including, without limitation, the substitution of assignees as Limited Partners pursuant to Section 5.04 and amendments to this Agreement; (v) all conveyances and other instruments, certificates, or other documents deemed advisable by the General Partner to effect the winding up and termination name of the Partnership (including, but not limited to, or in the name of a certificate of cancellation); (vi) all fictitious or assumed name certificates or any other business certificate required or permitted nominee without having to be filed on behalf disclose the existence of the Partnership; and (vii) provided, however, that without the prior written consent of all other instruments or documents which may be required or permitted by law to be filed on behalf of the Partners, the General Partner shall not cause the Partnership to (i) file a petition for relief in bankruptcy under any federal bankruptcy law or any other jurisdiction's debtor relief law; or (ii) make any decision or take any action which would make it impossible to carry on the Partnership's business and affairs.

Powers of the General Partner. The General Partner shall have and exercise the power on behalf to take any action in managing the Partnership’s business and in the name of the Partnership that a general partner in a limited partnership affairs as may have or exercise under the Act and is authorized and empowered to carry out any and all of the purposes of the Partnership and to perform (either itself or through any of its Affiliates) all acts and enter into and perform all contracts and other undertakings which it may deem be necessary or advisable or incidental thereto, including, without limitation, appropriate to conduct its business including the power topower: (a) direct the formulation to acquire, invest in or otherwise participate in other partnerships, corporations or other entities; (b) to purchase or otherwise acquire, construct, deal in, sell, lease or otherwise dispose of investments full or fractional interests in real property, depreciable property or personal property of any kind and strategies to buy or hold insurance of any kind; (c) to provide or contract for services of any kind; to make, enter into, deliver and perform contracts, agreements and other undertakings; to contract for the Partnership in accordance with this Agreement services of accountants, lawyers, investment managers, appraisers, contractors, or other service providers and to engage delegate powers to any Personsuch person; to retain or employ employees; (d) to lend money with or without security to any person, including any AffiliatePartner or an Affiliate of a Partner, for on any purpose consistent with the Partnership’s objectives and which is deemed appropriate for the Partnership by the General Partner in its sole discretioncommercially reasonable terms; (ie) borrow monies from brokers, banks, and any other Person, including, without limitationlimitation as to amount or terms, to (A) pay Partnership Expenses or Management Feesborrow and raise moneys, (B) make distributions, (C) facilitate committing to or closing a proposed Portfolio Investment; (ii) raise monies or utilize any other forms of leverage including, without limitation, through the use of structured financial products; (iii) issue, accept, endorse, endorse and execute promissory notes, drafts, bills of exchange, warrants, bonds, debentures, debentures and other negotiable or non-negotiable nonnegotiable instruments and evidences of indebtedness; and (iv) grant or issue guarantees; (c) appoint and enter into a contract with any Person to do any and all acts and exercise all rights, powers, privileges, and other incidents of ownership or possession with respect to Partnership Assets, including, without limitation, the right to possess, lend, Transfer, and institute, settle, or compromise suits and administrative proceedings and other similar matters; (d) open, maintain, and close accounts with brokers, dealers, and custodians, which power shall include the authority to issue all instructions and authorizations to brokers, dealers, and custodians regarding Partnership Assets and money therein and to pay, or authorize the payment and reimbursement of, brokerage commissions; (e) open, maintain, and close bank accounts and draw checks or other orders for secure the payment of moniesany such indebtedness and any interest in any such indebtedness by mortgage, pledge, transfer or assignment in trust of all or any part of the Partnership assets, whether owned at the time of any such transactions or acquired thereafter, and, in particular, to use the assets of the Partnership to secure borrowings the proceeds of which may be used to acquire companies or interests in companies in the fastener industry, and to sell, pledge or otherwise dispose of any such obligations of the Partnership; (f) do to guarantee any and all acts on behalf financial transaction of the Partnership and exercise all rights of the Partnership any kind with respect to its interest in any Person including, or without limitation, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings, and other similar matterscharging a fee therefor; (g) organize to have and maintain one or more corporations or other entities formed offices and to hold Portfolio Investments or Partnership Assets; (h) make any and all elections for federal, state, local, and foreign tax purposes, including any election to adjust the tax basis of Partnership Assets pursuant to Section 754 of the Code; provided, that no election shall be made that would cause the Partnership to lose its status as a partnership for federal income tax purposes; (i) engage one or more custodians, attorneys, placement agents, independent accountants, prime brokers, administrators, consultants, and any other Persons that the General Partner deems necessary or advisable; (j) maintain, for the conduct of Partnership affairs, one or more offices, and in connection therewith, rent or acquire office space, engage personnel, whether part-time or full time, purchase equipment and supplies and do any other acts that the General Partner deems necessary or advisable anything else which may be appropriate in connection with the maintenance and administration of such office or offices; (kh) enter into a servicing agreement with an entity or entities (including Limited Partners and their Affiliates) as the General Partner shall determine in its sole discretion, for the oversight to pay any expenses related to any of the Partnership’s financial records, preparation of reports to the Limited Partners, monitoring of payment of Partnership Expenses, and the performance of administrative and professional services in connection with the servicing and monitoring of the Portfolio Investmentsbusinesses or affairs; (li) make, execute, deliver, record, and file all certificates, instruments, documents, reports, statements, or any amendment thereto, of any kind necessary or desirable to accomplish the business, purpose, and objectives of compromise claims against the Partnership, in each case as required by any applicable law, agreement, or its business judgment; (mj) authorize any partner, director, officer, employee, to establish bank accounts and other similar accounts for the Partnership; to make or other agent of delegate the General Partner authority to make withdrawals from such accounts by check or its Affiliates or agent or employee of electronic transfer in the Partnership to act for and on behalf of the Partnership in all matters incidental to the foregoing and to do any other act that the General Partner deems necessary or advisable in connection with the management and administration name of the Partnership; and (nk) maketo acquire real and personal property, executearrange financing, sign, acknowledge, swear to, record, enter contracts and file (i) this Agreement and any amendment to this Agreement; (ii) the Certificate of Limited Partnership and all amendments thereto required or permitted by law or the provisions of this Agreement; (iii) all certificates and other instruments deemed advisable by the General Partner to carry out the provisions of this Agreement and applicable law or to permit the Partnership to become or to continue as a limited partnership in the State of Delaware and all other jurisdictions in which the Partnership conducts or plans to conduct business; (iv) all instruments that the General Partner deems appropriate to reflect a change or modification of this Agreement or the Partnership in accordance with this Agreement, including, without limitation, the substitution of assignees as Limited Partners pursuant to Section 5.04 and amendments to this Agreement; (v) all conveyances and other instruments, certificates, or other documents deemed advisable by the General Partner to effect the winding up and termination of the Partnership (including, but not limited to, a certificate of cancellation); (vi) all fictitious or assumed name certificates or complete any other business certificate required or permitted to be filed arrangements on behalf of the Partnership; and (vii) all other instruments , in the name of the Partnership or documents which may be required or permitted by law in the name of a nominee without having to be filed on behalf disclose the existence of the Partnership; provided, however, that without the prior written consent of all of the Partners, the General Partner shall not cause the Partnership to (i) file a petition for relief in bankruptcy under any federal bankruptcy law or any other jurisdiction’s debtor relief law; or (ii) make any decision or take any action which would make it impossible to carry on the Partnership’s business and affairs.

Powers of the General Partner. The General Partner shall have and exercise the power on behalf to take any action in managing the Partnership's business and in the name of the Partnership that a general partner in a limited partnership affairs as may have or exercise under the Act and is authorized and empowered to carry out any and all of the purposes of the Partnership and to perform (either itself or through any of its Affiliates) all acts and enter into and perform all contracts and other undertakings which it may deem be necessary or advisable or incidental thereto, including, without limitation, appropriate to conduct its business including the power topower: (a) direct the formulation to acquire, invest in or otherwise participate in other partnerships, corporations or other entities; (b) to purchase or otherwise acquire, construct, deal in, sell, lease or otherwise dispose of investments full or fractional interests in real property, depreciable property or personal property of any kind and strategies to buy or hold insurance of any kind; (c) to provide or contract for services of any kind; to make, enter into, deliver and perform contract, agreements and other undertakings; to contract for the Partnership in accordance with this Agreement services of accountants, lawyers, investment managers, appraisers, contractors, or other service providers and to engage delegate powers to any Personsuch person; to retain or employ employees; (d) to lend money with or without security to any person, including any Affiliatepartner or an Affiliate of a Partner, for on any purpose consistent with the Partnership’s objectives and which is deemed appropriate for the Partnership by the General Partner in its sole discretioncommercially reasonable terms; (ie) borrow monies from brokers, banks, and any other Person, including, without limitationlimitation as to amount or terms, to (A) pay Partnership Expenses or Management Feesborrow and raise moneys, (B) make distributions, (C) facilitate committing to or closing a proposed Portfolio Investment; (ii) raise monies or utilize any other forms of leverage including, without limitation, through the use of structured financial products; (iii) issue, accept, endorse, accept endorse and execute promissory notes, drafts, bills of exchange, warrants, bonds, debentures, debentures and other negotiable or non-negotiable nonnegotiable instruments and evidences of indebtedness; and (iv) grant or issue guarantees; (c) appoint and enter into a contract with any Person to do any and all acts and exercise all rights, powers, privileges, and other incidents of ownership or possession with respect to Partnership Assets, including, without limitation, the right to possess, lend, Transfer, and institute, settle, or compromise suits and administrative proceedings and other similar matters; (d) open, maintain, and close accounts with brokers, dealers, and custodians, which power shall include the authority to issue all instructions and authorizations to brokers, dealers, and custodians regarding Partnership Assets and money therein and to pay, or authorize the payment and reimbursement of, brokerage commissions; (e) open, maintain, and close bank accounts and draw checks or other orders for secure the payment of moniesany such indebtedness and any interest in any such indebtedness by mortgage, pledge, transfer or assignment in trust of all or any part of the Partnership assets, whether owned at the time of any such transactions or acquired thereafter, and, in particular, to use the assets of the Partnership to secure borrowings the proceeds of which may be used to acquire companies or interests in companies in the fastener industry, and to sell, pledge or otherwise dispose of any such obligations of the Partnership; (f) do to guarantee any and all acts on behalf financial transactions of the Partnership and exercise all rights of the Partnership any kind with respect to its interest in any Person including, or without limitation, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings, and other similar matterscharging a fee therefor; (g) organize to have and maintain one or more corporations or other entities formed offices and to hold Portfolio Investments or Partnership Assets; (h) make any and all elections for federal, state, local, and foreign tax purposes, including any election to adjust the tax basis of Partnership Assets pursuant to Section 754 of the Code; provided, that no election shall be made that would cause the Partnership to lose its status as a partnership for federal income tax purposes; (i) engage one or more custodians, attorneys, placement agents, independent accountants, prime brokers, administrators, consultants, and any other Persons that the General Partner deems necessary or advisable; (j) maintain, for the conduct of Partnership affairs, one or more offices, and in connection therewith, rent or acquire office space, engage personnel, whether part-time or full time, purchase equipment and supplies and do any other acts that the General Partner deems necessary or advisable anything else which may be appropriate in connection with the maintenance and administration of such office or offices; (kh) enter into a servicing agreement with an entity or entities (including Limited Partners and their Affiliates) as the General Partner shall determine in its sole discretion, for the oversight to pay any expenses related to any of the Partnership’s financial records, preparation of reports 's businesses or affairs; 3.1(i) to compromise claims against the Limited Partners, monitoring of payment of Partnership Expenses, and the performance of administrative and professional services in connection with the servicing and monitoring of the Portfolio InvestmentsPartnership; (lj) make, execute, deliver, record, to establish bank accounts and file all certificates, instruments, documents, reports, statements, or any amendment thereto, of any kind necessary or desirable to accomplish the business, purpose, and objectives of other similar accounts for the Partnership, ; to make or delegate the authority to make withdrawals from such accounts by check or electronic transfer in each case as required by any applicable law, agreement, or its business judgment; (m) authorize any partner, director, officer, employee, or other agent of the General Partner or its Affiliates or agent or employee of the Partnership to act for and on behalf of the Partnership in all matters incidental to the foregoing and to do any other act that the General Partner deems necessary or advisable in connection with the management and administration name of the Partnership; and (nk) maketo acquire real and personal property, executearrange financing, sign, acknowledge, swear to, record, enter contracts and file (i) this Agreement and any amendment to this Agreement; (ii) the Certificate of Limited Partnership and all amendments thereto required or permitted by law or the provisions of this Agreement; (iii) all certificates and other instruments deemed advisable by the General Partner to carry out the provisions of this Agreement and applicable law or to permit the Partnership to become or to continue as a limited partnership in the State of Delaware and all other jurisdictions in which the Partnership conducts or plans to conduct business; (iv) all instruments that the General Partner deems appropriate to reflect a change or modification of this Agreement or the Partnership in accordance with this Agreement, including, without limitation, the substitution of assignees as Limited Partners pursuant to Section 5.04 and amendments to this Agreement; (v) all conveyances and other instruments, certificates, or other documents deemed advisable by the General Partner to effect the winding up and termination of the Partnership (including, but not limited to, a certificate of cancellation); (vi) all fictitious or assumed name certificates or complete any other business certificate required or permitted to be filed arrangements on behalf of the Partnership; and (vii) all other instruments , in the name of the Partnership or documents which may be required or permitted by law in the name of a nominee without having to be filed on behalf disclose the existence of the Partnership; PROVIDED, however, that without the prior written consent of all of the Partners, the General Partner shall not cause the Partnership to (i) file a petition for relief in bankruptcy under any federal bankruptcy law or any other jurisdiction's debtor relief law; or (ii) make any decision or take any action which would make it impossible to carry on the Partnership's business and affairs.

Powers of the General Partner. The General Partner shall will have full power and exercise the power authority for and on behalf of and in the name of the Partnership that a general partner in a limited partnership may have or exercise under the Act and is authorized and empowered to carry out any and all of the business purposes of the Partnership set forth in Section 2.4 and to perform (either itself or through any of its Affiliates) all acts and enter into and perform all contracts contracts, undertakings and other undertakings obligations which it may deem necessary or necessary, advisable or incidental thereto, including, including without limitationlimiting the generality of the foregoing, the full power toand authority: (a1) direct to acquire assets and property, both real and personal, of any description; (2) to incur, assume or become liable under or in respect of any Financing from time to time, and without limit as to the formulation amount, cost or terms of investments and strategies for payment thereof (including payments which may be calculated by reference to cash flow, income, revenue or like amounts) upon the credit of the Partnership in accordance with this Agreement and to engage any Personincur and to assume and covenant to pay indebtedness, including any Affiliateliabilities and obligations of all kinds, for any purpose consistent to guarantee obligations of, co- covenant with and join in the Partnership’s objectives and which is deemed appropriate for covenants of, others, whether in respect of the indebtedness, liabilities or obligations of the Partnership by or of others, and to raise or secure the repayment thereof, in such manner, upon such terms and conditions, and in all respects as the General Partner in its sole discretion; (i) borrow monies from brokers, banksthinks fit, and any other Person, includingin particular may, without limitationlimiting the generality of the foregoing (a) draw, to (A) pay Partnership Expenses or Management Fees, (B) make distributions, (C) facilitate committing to or closing a proposed Portfolio Investment; (ii) raise monies or utilize any other forms of leverage including, without limitation, through the use of structured financial products; (iii) issuemake, accept, endorse, execute, negotiate, issue and execute promissory notes, drafts, deliver bills of exchange, warrantspromissory notes, bondscheques, debenturesdrafts, and orders for payment or delivery of money, receipts, directions, evidences of indebtedness, other negotiable or and non-negotiable instruments and evidences bonds, debentures, debenture stock and other debt obligations either outright or as security for any indebtedness, liabilities or obligations of indebtedness; the Partnership or of any other person, (b) grant, create, incur or assume any security interest, mortgage, pledge, lien, charge, whether by way of specific or floating charge, or give other security on the undertaking and on the whole or any part of the property and assets of the Partnership (both present and future) and (ivc) grant or issue guaranteesexecute and deliver all agreements, instruments, deeds and other documents relative to the foregoing; (c3) appoint and enter into a contract with any Person to do any and all acts and exercise all rightsprovide guarantees, powers, privileges, indemnities and other incidents forms of ownership assurance to third parties in respect of the indebtedness, liabilities or possession with respect to obligations of the Partnership Assets, including, without limitation, or of any other person in the right to possess, lend, Transfer, and institute, settle, or compromise suits and administrative proceedings and other similar mattersordinary course of the business of the Partnership; (d4) open, maintain, to incur and close accounts with brokers, dealers, and custodians, which power shall include the authority to issue all instructions and authorizations to brokers, dealers, and custodians regarding Partnership Assets and money therein and to pay, pay or authorize cause or approve the payment of all costs, outlays, disbursements and reimbursement of, brokerage commissionsexpenditures of the Partnership; (e5) to engage or cause to be engaged managers, lawyers, accountants, financial advisors and other consultants or such other persons as the General Partner may deem necessary or advisable; (6) to open, maintain, maintain and close on behalf of and in the name of the Partnership bank accounts and appoint signing officers from time to time and to make deposits and draw checks or cheques and other orders for the payment of moniesmonies and to invest or cause to be invested funds of the Partnership not immediately required for the business of the Partnership; (f7) do to commence or defend or cause to be commenced or defended any legal proceeding in connection with the Partnership or its business, property or assets and to take all acts action in connection therewith, including consenting to a judgment against the Partnership, and to agree to any compromise or arrangement by the Partnership with any creditor or creditors or class or classes of creditors of the Partnership; (8) to file or cause to be filed returns required by any governmental authority and make or cause to be made remittances and other payments and claim refunds in connection therewith; (9) to make or cause to be made any election, designation or determination that may be made under the ITA or any other fiscal legislation of Canada or any province; (10) subject to compliance with Section 7.3, to sell, exchange or otherwise dispose of the property, assets and undertaking of the Partnership as an entirety or substantially as an entirety or any part thereof or interest therein; (11) to lease or licence all or any part of the property, assets or undertaking of the Partnership at such time, in such manner and on behalf such terms as the General Partner considers appropriate; (12) to enter into any agreement (including, subject to Section 7.8, with the General Partner) for the management or operation of the business, property and assets of the Partnership or any part thereof; (13) to acquire and maintain or cause to be acquired and maintained such insurance coverage as the General Partner may deem necessary or advisable for protection of the Partnership against claims, liabilities and losses arising from the conduct of its business or the ownership or leasing of its property and assets and to administer all claims or proceedings covered by insurance maintained by the Partnership; (14) to employ, supervise, manage and terminate, or cause to be employed, supervised, managed and terminated, employees in the conduct of the business, affairs and undertaking of the Partnership and exercise to incur and pay or cause to be paid all rights remuneration and other costs and expenses of the Partnership in connection with respect to its interest in any Person including, without limitation, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings, and other similar matterstheir employment; (g15) organize one to execute, acknowledge and deliver, or more corporations or other entities formed cause to hold Portfolio Investments or Partnership Assets; (h) make be executed, acknowledged and delivered, any and all elections for federalagreements, stateinstruments, local, deeds and foreign tax purposes, including other documents to effect any election to adjust the tax basis of Partnership Assets pursuant to Section 754 and all of the Codeforegoing; provided, that no election shall be made that would cause the Partnership to lose its status as a partnership for federal income tax purposes;and (i16) engage one or more custodians, attorneys, placement agents, independent accountants, prime brokers, administrators, consultants, and any other Persons that the General Partner deems necessary or advisable; (j) maintain, for the conduct of Partnership affairs, one or more offices, and in connection therewith, rent or acquire office space, engage personnel, whether part-time or full time, and to do any all other acts that the General Partner deems necessary and things necessary, incidental or advisable in connection with or for the maintenance furtherance of the business of the Partnership. All material contracts, undertakings and administration transactions involving the Partnership must be approved by the Board of such office or officesDirectors and; (ka) enter into a servicing agreement in the case of contracts, undertakings and transactions with an entity the Limited Partner or entities (including Limited Partners and their Affiliates) as the General Partner shall determine in its sole discretion, for the oversight any Affiliate of the Partnership’s financial recordsLimited Partner, preparation must be approved by a majority of reports to the Board of Directors who are not nominees of the Limited Partners, monitoring of payment of Partnership Expenses, and the performance of administrative and professional services in connection with the servicing and monitoring Partner or an Affiliate of the Portfolio Investments; (l) make, execute, deliver, record, and file all certificates, instruments, documents, reports, statements, or any amendment thereto, of any kind necessary or desirable to accomplish the business, purpose, and objectives of the Partnership, in each case as required by any applicable law, agreement, or its business judgment; (m) authorize any partner, director, officer, employee, or other agent of the General Partner or its Affiliates or agent or employee of the Partnership to act for and on behalf of the Partnership in all matters incidental to the foregoing and to do any other act that the General Partner deems necessary or advisable in connection with the management and administration of the PartnershipLimited Partner; and (nb) makein the case of contracts, executeundertakings and transactions involving the creation of debt obligations in excess of $10,000.00 and in respect of which the Limited Partner has liability, sign, acknowledge, swear to, record, and file (i) this Agreement and any amendment to this Agreement; (ii) the Certificate of Limited Partnership and all amendments thereto required or permitted by law or the provisions of this Agreement; (iii) all certificates and other instruments deemed advisable must be approved by the General Partner to carry out the provisions of this Agreement and applicable law or to permit the Partnership to become or to continue as a limited partnership in the State of Delaware and all other jurisdictions in which the Partnership conducts or plans to conduct business; (iv) all instruments that the General Partner deems appropriate to reflect a change or modification of this Agreement or the Partnership in accordance with this Agreement, including, without limitation, the substitution of assignees as Limited Partners pursuant to Section 5.04 and amendments to this Agreement; (v) all conveyances and other instruments, certificates, or other documents deemed advisable by the General Partner to effect the winding up and termination of the Partnership (including, but not limited to, a certificate of cancellation); (vi) all fictitious or assumed name certificates or any other business certificate required or permitted to be filed on behalf of the Partnership; and (vii) all other instruments or documents which may be required or permitted by law to be filed on behalf of the PartnershipPartner.