(F)
EACH PARTNER AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
HEREIN AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY ACTION OF OR
RELATING TO THE PARTNERSHIP BY THE GENERAL PARTNER AS PROVIDED HEREIN SHALL BIND
EACH PARTNER.
SECTION 9.2.
RELIANCE BY THIRD PARTIES.
NOTWITHSTANDING ANY OTHER PROVISION
OF THIS AGREEMENT TO THE CONTRARY, ANY PERSON DEALING WITH THE PARTNERSHIP SHALL
BE ENTITLED TO RELY EXCLUSIVELY ON THE REPRESENTATIONS OF THE GENERAL PARTNER AS
TO ITS POWER AND AUTHORITY TO ENTER INTO ARRANGEMENTS AND SHALL BE ENTITLED TO
DEAL WITH THE GENERAL PARTNER AS IF IT WERE THE SOLE PARTY IN INTEREST THEREIN,
BOTH LEGALLY AND BENEFICIALLY.
IN NO EVENT SHALL ANY PERSON DEALING WITH THE
GENERAL PARTNER OR THE GENERAL PARTNER'S REPRESENTATIVE WITH RESPECT TO ANY
BUSINESS OR PROPERTY OF THE PARTNERSHIP BE OBLIGATED TO ASCERTAIN THAT THE TERMS
OF THIS AGREEMENT HAVE BEEN COMPLIED WITH, OR BE OBLIGATED TO INQUIRE INTO THE
NECESSITY OR EXPEDIENCE OF ANY ACT OR ACTION OF THE GENERAL PARTNER OR THE
GENERAL PARTNER'S REPRESENTATIVE; AND EVERY CONTRACT OR OTHER DOCUMENT EXECUTED
BY THE GENERAL PARTNER OR THE GENERAL PARTNER'S REPRESENTATIVE WITH RESPECT TO
ANY BUSINESS OR PROPERTY OF THE PARTNERSHIP SHALL BE CONCLUSIVE EVIDENCE IN
FAVOR OF ANY AND EVERY PERSON RELYING THEREON OR CLAIMING THEREUNDER THAT (A) AT
THE TIME OF THE EXECUTION AND/OR DELIVERY THEREOF THIS AGREEMENT WAS IN FULL
FORCE AND EFFECT, (B) SUCH INSTRUMENT OR DOCUMENT WAS DULY EXECUTED IN
ACCORDANCE WITH THE TERMS AND PROVISIONS OF THIS AGREEMENT AND IS BINDING UPON
THE PARTNERSHIP AND (C) THE GENERAL PARTNER OR THE GENERAL PARTNER'S
REPRESENTATIVE WAS DULY AUTHORIZED AND EMPOWERED TO EXECUTE AND DELIVER ANY AND
EVERY SUCH INSTRUMENT OR DOCUMENT FOR AND ON BEHALF OF THE PARTNERSHIP.
27
SECTION 9.3.
COMPENSATION AND REIMBURSEMENT OF GENERAL PARTNER.
(A)
EXCEPT AS PROVIDED IN THIS SECTION 9.3 OR OTHERWISE IN THIS
AGREEMENT, THE GENERAL PARTNER SHALL NOT BE COMPENSATED FOR ITS SERVICES AS
GENERAL PARTNER OF THE PARTNERSHIP.
(B)
THE GENERAL PARTNER SHALL BE REIMBURSED FOR ALL EXPENSES,
DISBURSEMENTS AND ADVANCES INCURRED OR MADE ON BEHALF OF THE PARTNERSHIP, AND
OTHER EXPENSES NECESSARY OR APPROPRIATE TO THE CONDUCT OF THE PARTNERSHIP'S
BUSINESS AND ALLOCABLE TO THE PARTNERSHIP.
SECTION 9.4.
CERTAIN DUTIES AND OBLIGATIONS OF THE PARTNERS; EXCULPATION;
INDEMNITY.
(A)
NO PARTNER SHALL TAKE, OR CAUSE TO BE TAKEN, ANY ACTION THAT WOULD
RESULT IN ANY OTHER PARTNER HAVING ANY PERSONAL LIABILITY FOR THE OBLIGATIONS OF
THE PARTNERSHIP.
(B)
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO PARTNER OR
ANY AFFILIATE OF ANY PARTNER OR THEIR RESPECTIVE MEMBERS, OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, STOCKHOLDERS OR PARTNERS NOR ANY PERSON WHO SERVES AT THE
SPECIFIC REQUEST OF THE GENERAL PARTNER ON BEHALF OF THE PARTNERSHIP AS A
PARTNER, MEMBER, OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF ANY OTHER ENTITY (EACH,
AN "INDEMNITEE") WILL BE LIABLE TO THE PARTNERSHIP OR TO ANY PARTNER FOR ANY ACT
PERFORMED OR OMISSION MADE BY SUCH PERSON IN CONNECTION WITH THIS AGREEMENT OR
THE MATTERS CONTEMPLATED HEREIN,