OF THE GENERAL PARTNER SHALL BE SUFFICIENT TO EXECUTE ANY "STATEMENT
OF PARTNERSHIP" OR OTHER DOCUMENTS NECESSARY TO EFFECTUATE THIS OR ANY OTHER
PROVISION OF THIS AGREEMENT.
ALL OF THE PARTNERS DO HEREBY APPOINT THE GENERAL
PARTNER AS THEIR ATTORNEY-IN-FACT FOR THE EXECUTION OF ANY OR ALL OF THE
DOCUMENTS DESCRIBED IN THIS SECTION 5.02(B).
SECTION 5.03.
RESTRICTIONS ON AUTHORITY OF THE GENERAL PARTNER.
Except as otherwise provided in this Agreement, without the consent of all of
the Limited Partners, the General Partner shall not have the authority to, and
covenants and agrees that it shall not:
(A)
KNOWINGLY, DO ANY ACT IN CONTRAVENTION OF
THIS AGREEMENT OR, WHEN ACTING ON BEHALF OF THE PARTNERSHIP, ENGAGE IN
ACTIVITIES INCONSISTENT WITH THE PURPOSES OF THE PARTNERSHIP;
(B)
DO ANY ACT WHICH WOULD, TO THE GENERAL
PARTNER'S KNOWLEDGE, MAKE IT IMPOSSIBLE TO CARRY ON THE ORDINARY BUSINESS OF THE
PARTNERSHIP;
(C)
POSSESS PROPERTY, OR ASSIGN RIGHTS IN
SPECIFIC PROPERTY, FOR OTHER THAN A PARTNERSHIP PURPOSE;
(D)
PERFORM ANY ACT THAT WOULD, TO THE GENERAL
PARTNER'S KNOWLEDGE, SUBJECT ANY LIMITED PARTNER TO LIABILITY AS A GENERAL
PARTNER IN ANY JURISDICTION;
(E)
CAUSE OR PERMIT THE PARTNERSHIP OR THE
PARTNERSHIP SUBSIDIARY TO VOLUNTARILY TAKE ANY ACTION WITH RESPECT TO THE
PARTNERSHIP DESCRIBED IN CLAUSES (A)(III), (B) OR (C) OF THE DEFINITION OF
"BANKRUPTCY" IN SECTION 1.10 HEREOF;
(F)
CAUSE OR PERMIT THE PARTNERSHIP OR THE
PARTNERSHIP SUBSIDIARY TO INCUR, ASSUME OR OBLIGATE ITSELF BY CONTRACT FOR ANY
DEBT; PROVIDED THAT NOTWITHSTANDING THE FOREGOING, THE PARTNERSHIP MAY INCUR
TRADE CREDIT INCURRED IN THE ORDINARY COURSE OF THE PARTNERSHIP'S BUSINESS (FOR
EXAMPLE, LEGAL AND ACCOUNTING FEES AND EXPENSES) AND WHICH TRADE CREDIT IS NOT
OUTSTANDING FOR MORE THAN NINETY (90) DAYS; AND PROVIDED FURTHER THAT, IN THE
EVENT THAT THE GENERAL PARTNER HAS ELECTED PURSUANT TO SECTION 10.08(A) HEREOF
TO CAUSE ALL OR ANY PORTION OF THE INTERESTS OF THE CLASS A LIMITED PARTNERS TO
BE RETIRED, THE GENERAL PARTNER MAY CAUSE THE PARTNERSHIP TO BORROW FROM THE
PARTNERSHIP SUBSIDIARY THE FUNDS NECESSARY TO MAKE THE DISTRIBUTIONS TO THE
CLASS A LIMITED PARTNERS REQUIRED BY SECTION 10.08(B) HEREOF;
(G)
CAUSE OR PERMIT THE PARTNERSHIP OR THE
PARTNERSHIP SUBSIDIARY TO CREATE, INCUR, ASSUME OR PERMIT TO EXIST ANY LIEN UPON
ANY PROPERTY OTHER THAN PERMITTED ENCUMBRANCES;
30
(H)
CAUSE OR PERMIT THE PARTNERSHIP OR THE
PARTNERSHIP SUBSIDIARY TO ACQUIRE, BY PURCHASE, LEASE OR CONTRIBUTION ANY ASSETS
OTHER THAN PERMITTED ASSETS OR ANY PERMITTED ASSET THAT IS IN DEFAULT AT THE
TIME OF ITS ACQUISITION BY THE PARTNERSHIP;
(I)
CAUSE OR PERMIT THE PARTNERSHIP OR THE
PARTNERSHIP SUBSIDIARY TO MAKE OR ACQUIRE BY CONTRIBUTION ANY DEMAND LOAN UNLESS
(I) THE BORROWING EVIDENCED BY SUCH DEMAND LOAN HAS BEEN DULY AUTHORIZED BY ALL
REQUIRED CORPORATE ACTION, SUCH ACTION HAS BEEN DULY CERTIFIED BY THE SECRETARY
OR AN ASSISTANT SECRETARY OF THE BORROWER, AND SUCH CERTIFICATION HAS BEEN
DELIVERED TO THE PARTNERSHIP TOGETHER WITH CERTIFICATES AS TO INCUMBENCY AND DUE
AUTHORIZATION OF THE OFFICERS OF THE BORROWER AUTHORIZED TO