its business and purposes, including, but not limited to, the right to incur and satisfy obligations
relating to the operation of the Limited Partnership and to exercise all rights and powers
conferred on the General Partner(s) by law.
The General Partner(s) have full charge of the development, management, conduct, and
operation of the Limited Partnership's business, except as limited in this Agreement, and their
decisions are binding on the Limited Partnership. By illustration, and without serving as a
limitation on this authority, the General Partner(s) have authority, at the expense of the Limited
Partnership, to employ agents, employees, independent contractors, attorneys and accountants as
they deem reasonably necessary; to alter, improve, repair, replace and redevelop Limited
Partnership property; to obtain and maintain necessary insurance for the proper protection of the
Limited Partnership and the Partners; to pay, collect, compromise, arbitrate or otherwise adjust
any and all claims or demands of or against the Limited Partnership; to sell, subject to other
provisions of this Agreement, any, all or substantially all of the assets of the Limited Partnership,
to execute appropriate documents, including without limitation deeds, in connection with any
such sale, and to collect and administer the proceeds of any such sale; to bind the Limited
Partnership in all transactions involving the Limited Partnership's property, real or personal, or
business affairs, and to borrow money as it may be necessary from time to time in the name of
and on behalf of the Limited Partnership and pledge as security for repayment of such loans all
or any of the assets of the Limited Partnership.
The Partners' ownership interest in the Partnership will be as follows:
The Partners' authority will be defined by the following unless otherwise stated in the
Agreement: All decisions for contract or otherwise will be made based on a majority vote of
percent of ownership. Each Partner will have the authority based on their percent ownership
outlined above in the Agreement. All decisions for contract or otherwise will be made based on a
majority vote of percent of ownership among General Partners. Each Partner will have the
authority based on their percent ownership outlined above in the Agreement.
7. Allocation of Income, Costs, and Loss
For each full or partial taxable year of the Limited Partnership, each item of the Limited
Partnership's income, loss, deduction, credit, and tax preference with respect to or resulting from
Limited Partnership operations or from any Capital Transaction shall be allocated among the
Partners for income tax purposes pro rata in accordance with their respective Partner's
Percentage Interests.
8. Manner of Cash Distributions
Distributions of Cash Flow shall be made to each of the Partners pro ratas in accordance with
their respective Partner's Percentage Interests.