Common use of Additional General Partner Clause in Contracts

Additional General Partner. If the General Partners shall fail to make on the due date therefor any payment required under Section 5.2(a) or Section 5.2(b), time being of the essence, at any time thereafter the Special Limited Partner shall have the option, exercisable in its sole discretion, to be admitted as an additional General Partner, with the same collective economic interest in the Partnership as a General Partner and a Special Limited Partner as the economic interest in the Partnership which it formerly held as a Special Limited Partner. Upon any such admission of the Special Limited Partner as an additional General Partner, each of the other General Partners hereby agrees that all of its rights and powers hereunder as a General Partner shall automatically be irrevocably delegated to the Special Limited Partner pursuant to Section 6.13 without the necessity of any further action by any Partner, except as required by the Uniform Act. Each Partner hereby grants to the Special Limited Partner an irrevocable (to the extent permitted by applicable law) power of attorney coupled with an interest to take any action and to execute, deliver and file or record any and all documents and instruments on behalf of such Partner and the Partnership as the Special Limited Partner may deem necessary or appropriate in order to effectuate the provisions of this Section 5.2(e); provided, however, this power of attorney shall be limited to the execution, delivery, filing and recording of documents and instruments pertaining to the Partnership and Partnership property, and shall not extend to unrelated business affairs or property of the General Partner. The admission of the Special Limited Partner as an additional General Partner shall not relieve any other General Partner of any of its economic obligations hereunder, and each other General Partner shall fully indemnify and hold harmless the additional General Partner against any and all losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained in connection with its capacity as a General Partner.

Additional General Partner. If the General Partners shall fail to make on the due date therefor any payment required under Section 5.2(a) or Section 5.2(b), time being of the essence, at any time thereafter the Special Limited Partner shall have the option, exercisable in its sole discretion, to cause itself or its designee to be admitted as an additional General Partner, receiving from the pre-existing General Partners, proportionally out of their Interests, in consideration of $10, a one percent (1%) interest in the profits, losses, tax credits and distributions of the Partnership, with the same collective Special Limited Partner retaining its status as such and its economic interest in the Partnership as a General Partner and a the Special Limited Partner as the economic interest in the Partnership which it formerly held as a Special Limited Partnernot being effected thereby. Upon any such admission of the Special Limited Partner or its designee as an additional General Partner, each of the other General Partners hereby agrees that all of its rights and powers hereunder as a General Partner shall automatically be irrevocably delegated to the Special Limited Partner pursuant to Section 6.13 without the necessity of any further action by any Partner, except as required by the Uniform Act. Each Partner hereby grants to the Special Limited Partner an irrevocable (to the extent permitted by applicable law) power of attorney coupled with an interest to take any action and to execute, deliver and file or record any and all documents and instruments on behalf of such Partner and the Partnership as the Special Limited Partner partner may deem necessary or appropriate in order to effectuate the provisions of this Section 5.2(e); provided, however, this power of attorney shall be limited ) and to allow the execution, delivery, filing and recording of documents and instruments pertaining additional General Partner to manage the Partnership and Partnership property, and shall not extend to unrelated business affairs or property of the General PartnerPartnership. The admission of the Special Limited Partner or its designee as an additional General Partner shall not relieve any other General Partner of any of its economic obligations hereunder, and each other General Partner shall fully indemnify and hold harmless the additional General Partner against any and all losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained in connection with its capacity as a General Partner.

Additional General Partner. If the General Partners Partner shall fail to make on the due date therefor any payment required under Section 5.2(a) or Section 5.2(b), time being of the essence, at any time thereafter the Special Limited Partner shall have the option, exercisable in its sole discretion, to cause itself or its designee to be admitted as an additional General Partner, receiving from the existing General Partner, in consideration of the payment of ten dollars ($10.00), a one one-hundredth of one per cent (0.01%) interest in the Profits, Losses, Tax Credits and distributions of the Partnership, with the same collective Special Limited Partner retaining its status as such and its economic interest in the Partnership as a General Partner and a Special Limited Partner as the economic interest in the Partnership which it formerly held as a Special Limited Partner. Upon any such admission of the Special Limited Partner (or its designee as an additional General Partner). If the Special Limited Partner exercises the option described in this Section 5.2(e), each of the other General Partners Partner hereby agrees that all of its rights and powers hereunder as a General Partner shall automatically be irrevocably delegated to the Special Limited Partner pursuant to Section 6.13 without the necessity of any further action by any Partner, except as required by the Uniform Act. Each Partner hereby grants to the Special Limited Partner an irrevocable (to the extent permitted by applicable law) power of attorney coupled with an interest to take any action and to execute, deliver and file or record any and all documents and instruments on behalf of such Partner and the Partnership as the Special Limited Partner may deem necessary or appropriate in order to effectuate the provisions of this Section 5.2(e); provided, however, this power of attorney shall be limited ) and to allow the execution, delivery, filing and recording of documents and instruments pertaining additional General Partner to manage the Partnership and Partnership property, and shall not extend to unrelated business affairs or property of the General PartnerPartnership. The admission of the Special Limited Partner or its designee as an additional General Partner shall not relieve any other General Partner of any of its economic obligations hereunder, and each other General Partner shall fully indemnify and hold harmless the additional General Partner on an after-tax basis from and against any and all losses, judgments, liabilities, expenses and amounts paid in settlement of any claims Adverse Consequences sustained by such additional General Partner in connection with its capacity status as a General Partner (other than Adverse Consequences arising solely from the gross negligence or willful misconduct of such additional General Partner.). ARTICLE VI

Additional General Partner. If the General Partners shall fail to make on the due date therefor any payment required under Section 5.2(a) or Section 5.2(b), time then an additional General Partner shall be admitted as follows. Time being of the essence, at any time thereafter the Special Limited Partner shall have the option, exercisable in its sole discretion, to cause itself or its designee to be admitted as an additional General Partner, with whereupon the same collective economic interest of the General Partners shall be automatically transferred from the General Partners to the additional General Partner, in consideration of $10, a one percent (1%) interest in the all profits, losses, tax credits and distributions of the Partnership, such transfer notwithstanding, the Special Limited Partner shall also retain its status as such and its interest in the Partnership as a General Partner and a the Special Limited Partner as the economic interest in the Partnership which it formerly held as a Special Limited Partnershall not be affected. Upon any such admission of the Special Limited Partner or its designee as an additional General Partner, each of the other General Partners hereby agrees agree that all of its their rights and powers hereunder as a General Partner Partners shall automatically be irrevocably delegated to the Special Limited Partner pursuant to Section 6.13 without the necessity of any further action by any Partner, except as required by the Uniform Act. Each Partner hereby grants to the Special Limited Partner an irrevocable (to the extent permitted by applicable law) power of attorney coupled with an interest to take any action and to execute, deliver and file or record any and all documents and instruments on behalf of such Partner and the Partnership as the Special Limited Partner partner may deem necessary or appropriate in order to effectuate the provisions of this Section 5.2(e); provided, however, this power of attorney shall be limited ) and to allow the execution, delivery, filing and recording of documents and instruments pertaining additional General Partner to manage the Partnership and Partnership property, and shall not extend to unrelated business affairs or property of the General PartnerPartnership. The admission of the Special Limited Partner or its designee as an additional General Partner shall not relieve any other the General Partner Partners of any of its their economic obligations hereunder, and each other the General Partner Partners shall fully indemnify and hold harmless the additional General Partner against any and all losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained in connection with its capacity as a General Partner.

Additional General Partner. If the General Partners shall fail to make on the due date therefor any payment required under Section 5.2(a) or Section 5.2(b), time being of the essence, at any time thereafter the Special Limited Partner shall have the option, exercisable in its sole discretion, to cause itself or its designee to be admitted as an additional General Partner, with whereupon such additional General Partner shall automatically be transferred from the same collective economic pre-existing General Partners, proportionally from their Interests, in consideration of $10, a one per cent (1%) interest in all profits, losses, tax credits and distributions of the Partnership if such transfer is reasonably necessary to preserve the classification of the Partnership for Federal income tax purposes, in the judgment of special tax counsel to the Investment Limited Partners; such transfer notwithstanding, the Special Limited Partner shall retain its status as such and its interest in the Partnership as a General Partner and a the Special Limited Partner as the economic interest in the Partnership which it formerly held as a Special Limited Partnershall not be affected. Upon any such admission of the Special Limited Partner or its designee as an additional General Partner, each of the other General Partners hereby xxxxxx agrees that all of its rights and powers hereunder as a General Partner with respect to the management and control of the Partnership and its business and affairs shall automatically be irrevocably delegated to the Special Limited Partner pursuant to Section 6.13 without the necessity of any further action by any Partner, except as required by the Uniform Act. Each Partner hereby grants to the Special Limited Partner an irrevocable (to the extent permitted by applicable law) power of attorney coupled with an interest to take any action and to execute, deliver and file or record any and all documents and instruments on behalf of such Partner and the Partnership as the Special Limited Partner may deem necessary or appropriate in order to effectuate the provisions of this Section 5.2(e); provided, however, this power of attorney shall be limited ) and to allow the execution, delivery, filing and recording of documents and instruments pertaining additional General Partner to manage the Partnership and Partnership property, and shall not extend to unrelated business affairs or property of the General PartnerPartnership. The admission of the Special Limited Partner or its designee as an additional General Partner shall not relieve any other General Partner of any of its economic obligations hereunder, and each other General Partner shall fully indemnify and hold harmless the additional General Partner against any and all losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained in connection with its capacity as a General Partner.

Additional General Partner. If the General Partners shall fail to make on the due date therefor any payment required under Section 5.2(a) or Section 5.2(b), time being of the essence, at any time thereafter the Special Limited Partner shall have the option, exercisable in its sole discretion, to cause itself or its designee to be admitted as an additional General Partner, receiving from the pre- existing General Partners, proportionally out of their Interests, in consideration of $10, a one percent (1%) interest in the profits, losses, tax credits and distributions of the Partnership, with the same collective Special Limited Partner retaining its status as such and its economic interest in the Partnership as a General Partner and a the Special Limited Partner as the economic interest in the Partnership which it formerly held as a Special Limited Partnernot being affected thereby. Upon any such admission of the Special Limited Partner or its designee as an additional General Partner, each of the other General Partners hereby agrees that all of its rights and powers hereunder as a General Partner shall automatically be irrevocably delegated to the Special Limited Partner pursuant to Section 6.13 without the necessity of any further action by any Partner, except as required by the Uniform Act. Each Partner hereby grants to the Special Limited Partner an irrevocable (to the extent permitted by applicable law) power of attorney coupled with an interest to take any action and to execute, deliver and file or record any and all documents and instruments on behalf of such Partner and the Partnership as the Special Limited Partner partner may deem necessary or appropriate in order to effectuate the provisions of this Section 5.2(e); provided, however, this power of attorney shall be limited ) and to allow the execution, delivery, filing and recording of documents and instruments pertaining additional General Partner to manage the Partnership and Partnership property, and shall not extend to unrelated business affairs or property of the General PartnerPartnership. The admission of the Special Limited Partner or its designee as an additional General Partner shall not relieve any other General Partner of any of its economic obligations hereunder, and each other General Partner shall fully indemnify and hold harmless the additional General Partner against any and all losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained in connection with its capacity as a General Partner.

Additional General Partner. If the General Partners Partner shall fail to make on the due date therefor any payment required under Section 5.2(a) or Section 5.2(b), time being of the essence, at any time thereafter the Special Limited Partner shall have the option, exercisable in its sole discretion, to cause itself or its designee to be admitted as an additional General Partner, receiving from the existing General Partner, in consideration of the payment of ten dollars ($10.00), a one per cent (1%) interest in the Profits, Losses, Tax Credits and distributions of the Partnership, with the same collective Special Limited Partner retaining its status as such and its economic interest in the Partnership as a General Partner and a Special Limited Partner as the economic interest in the Partnership which it formerly held as a Special Limited Partner. Upon any such admission of the Special Limited Partner (or its designee as an additional General Partner). If the Special Limited Partner exercises the option described in this Section 5.2(e), each of the other General Partners hereby Partner xxxxxx agrees that all of its rights and powers hereunder as a General Partner shall automatically be irrevocably delegated to the Special Limited Partner pursuant to Section 6.13 without the necessity of any further action by any Partner, except as required by the Uniform Act. Each Partner hereby grants to the Special Limited Partner an irrevocable (to the extent permitted by applicable law) power of attorney coupled with an interest to take any action and to execute, deliver and file or record any and all documents and instruments on behalf of such Partner and the Partnership as the Special Limited Partner may deem necessary or appropriate in order to effectuate the provisions of this Section 5.2(e); provided, however, this power of attorney shall be limited ) and to allow the execution, delivery, filing and recording of documents and instruments pertaining additional General Partner to manage the Partnership and Partnership property, and shall not extend to unrelated business affairs or property of the General PartnerPartnership. The admission of the Special Limited Partner or its designee as an additional General Partner shall not relieve any other General Partner of any of its economic obligations hereunder, and each other General Partner shall fully indemnify and hold harmless the additional General Partner from and against any and all losses, judgments, liabilities, expenses and amounts paid in settlement of any claims Adverse Consequences sustained by such additional General Partner in connection with its capacity status as a General Partner (other than Adverse Consequences arising solely from the gross negligence or willful misconduct of such additional General Partner).

Additional General Partner. If the General Partners shall fail to make on the due date therefor any payment required under Section 5.2(a) or Section 5.2(b), time being of the essence, at any time thereafter the Special Limited Partner shall have the option, exercisable in its sole discretion, to cause itself or its designee to be admitted as an additional General Partner, receiving from the pre-existing General Partners, proportionally out of their Interests, in consideration of $10, a one per cent (1%) interest in the pro- fits, losses, tax credits and distributions of the Partnership, with the same collective Special Limited Partner retaining its status as such and its economic interest in the Partnership as a General Partner and a the Special Limited Partner as the economic interest in the Partnership which it formerly held as a Special Limited Partnernot being effected thereby. Upon any such admission of the Special Limited Partner as an additional General Partner, each of the other General Partners hereby agrees that all of its rights and powers hereunder as a General Partner shall automatically be irrevocably delegated to the Special Limited Partner pursuant to Section 6.13 without the necessity of any further action by any Partner, except as required by the Uniform Act. Each Partner hereby grants to the Special Limited Partner an irrevocable (to the extent permitted by applicable law) power of attorney coupled with an interest to take any action and to execute, deliver and file or record any and all documents docu- ments and instruments on behalf of such Partner and the Partnership as the Special Limited Partner may deem necessary or appropriate in order to effectuate the provisions of this Section 5.2(e); provided, however, this power of attorney shall be limited ) and to allow the execution, delivery, filing and recording of documents and instruments pertaining additional General Partner to manage the Partnership and Partnership property, and shall not extend to unrelated business affairs or property of the General PartnerPartnership. The admission of the Special Limited Partner as an additional General Partner shall not relieve any other General Partner of any of its economic obligations hereunder, and each other General Partner shall fully indemnify and hold harmless the additional General Partner against any and all losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained in connection with its capacity as a General Partner.

Additional General Partner. If the General Partners shall fail to make on the due date therefor any payment required under Section 5.2(a) or Section 5.2(b), time being of the essence, at any time thereafter the Special Limited Partner shall have the option, exercisable in its sole discretion, to cause itself or its designee to be admitted as an additional General Partner, receiving from the pre- existing General Partners, proportionally out of their Interests, in consideration of $10, a one percent (1%) interest in the profits, losses, tax credits and distributions of the Partnership, with the same collective Special Limited Partner retaining its status as such and its economic interest in the Partnership as a General Partner and a the Special Limited Partner as the economic interest in the Partnership which it formerly held as a Special Limited Partnernot being effected thereby. Upon any such admission of the Special Limited Partner or its designee as an additional General Partner, each of the other General Partners hereby agrees that all of its rights and powers hereunder as a General Partner shall automatically be irrevocably delegated to the Special Limited Partner pursuant to Section 6.13 without the necessity of any further action by any Partner, except as required by the Uniform Act. Each Partner hereby grants to the Special Limited Partner an irrevocable (to the extent permitted by applicable law) power of attorney coupled with an interest to take any action and to execute, deliver and file or record any and all documents and instruments on behalf of such Partner and the Partnership as the Special Limited Partner partner may deem necessary or appropriate in order to effectuate the provisions of this Section 5.2(e); provided, however, this power of attorney shall be limited ) and to allow the execution, delivery, filing and recording of documents and instruments pertaining additional General Partner to manage the Partnership and Partnership property, and shall not extend to unrelated business affairs or property of the General PartnerPartnership. The admission of the Special Limited Partner or its designee as an additional General Partner shall not relieve any other General Partner of any of its economic obligations hereunder, and each other General Partner shall fully indemnify and hold harmless the additional General Partner against any and all losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained in connection with its capacity as a General Partner.

Additional General Partner. If the General Partners Partner shall fail to make on the due date therefor any payment required under Section 5.2(a) or Section 5.2(b), time being of the essence, at any time thereafter the Special Limited Partner shall have the option, exercisable in its sole discretion, to cause itself or its designee to be admitted as an additional General Partner, receiving from the existing General Partner, in consideration of the payment of ten dollars ($10.00), a one one-hundredth of one per cent (0.01%) interest in the Profits, Losses, Tax Credits and distributions of the Partnership, with the same collective Special Limited Partner retaining its status as such and its economic interest in the Partnership as a General Partner and a Special Limited Partner as the economic interest in the Partnership which it formerly held as a Special Limited Partner. Upon any such admission of the Special Limited Partner (or its designee as an additional General Partner). If the Special Limited Partner exercises the option described in this Section 5.2(e), each of the other General Partners Partner hereby agrees that all of its rights and powers hereunder as a General Partner shall automatically be irrevocably delegated to the Special Limited Partner pursuant to Section 6.13 without the necessity of any further action by any Partner, except as required by the Uniform Act. Each Partner hereby grants to the Special Limited Partner an irrevocable (to the extent permitted by applicable law) power of attorney coupled with an interest to take any action and to execute, deliver and file or record any and all documents and instruments on behalf of such Partner and the Partnership as the Special Limited Partner may deem necessary or appropriate in order to effectuate the provisions of this Section 5.2(e); provided, however, this power of attorney shall be limited ) and to allow the execution, delivery, filing and recording of documents and instruments pertaining additional General Partner to manage the Partnership and Partnership property, and shall not extend to unrelated business affairs or property of the General PartnerPartnership. The admission of the Special Limited Partner or its designee as an additional General Partner shall not relieve any other General Partner of any of its economic obligations hereunder, and each other General Partner shall fully indemnify and hold harmless the additional General Partner on an after-tax basis from and against any and all losses, judgments, liabilities, expenses and amounts paid in settlement of any claims Adverse Consequences sustained by such additional General Partner in connection with its capacity status as a General Partner (other than Adverse Consequences arising solely from the gross negligence or willful misconduct of such additional General Partner).

Additional General Partner. If the General Partners Partner shall fail to make on the due date therefor any payment required under Section 5.2(a) or Section 5.2(b), time being of the essence, at any time thereafter the Special Limited Partner shall have the option, exercisable in its sole discretion, to cause itself or its designee to be admitted as an additional General Partner, receiving from the existing General Partner, in consideration of the payment of ten dollars ($10.00), a one per cent (1%) interest in the Profits, Losses, Tax Credits and distributions of the Partnership, with the same collective Special Limited Partner retaining its status as such and its economic interest in the Partnership as a General Partner and a Special Limited Partner as the economic interest in the Partnership which it formerly held as a Special Limited Partner. Upon any such admission of the Special Limited Partner (or its designee as an additional General Partner). If the Special Limited Partner exercises the option described in this Section 5.2(e), each of the other General Partners Partner hereby agrees that all of its rights and powers hereunder as a General Partner shall automatically be irrevocably delegated to the Special Limited Partner pursuant to Section 6.13 without the necessity of any further action by any Partner, except as required by the Uniform Act. Each Partner hereby grants to the Special Limited Partner an irrevocable (to the extent permitted by applicable law) power of attorney coupled with an interest to take any action and to execute, deliver and file or record any and all documents and instruments on behalf of such Partner and the Partnership as the Special Limited Partner may deem necessary or appropriate in order to effectuate the provisions of this Section 5.2(e); provided, however, this power of attorney shall be limited ) and to allow the execution, delivery, filing and recording of documents and instruments pertaining additional General Partner to manage the Partnership and Partnership property, and shall not extend to unrelated business affairs or property of the General PartnerPartnership. The admission of the Special Limited Partner or its designee as an additional General Partner shall not relieve any other General Partner of any of its economic obligations hereunderhereunder in existence at the time of such admission, and each other such additional General Partner shall fully indemnify and hold harmless each other General Partner from and against any and all Adverse Consequences sustained by any such other General Partner as a result of the actions of the additional General Partner against any and all losses, judgments, liabilities, expenses and amounts paid in settlement (other than Adverse Consequences arising solely from the negligence or misconduct of any claims sustained in connection with its capacity as a such other General Partner).

Additional General Partner. If the General Partners shall fail to make on the due date therefor any payment required under Section 5.2(a) or Section 5.2(b), time being of the essence, at any time thereafter the Special Limited Partner shall have the option, exercisable in its sole discretion, to cause itself or its designee to be admitted as an additional General Partner, receiving from the pre-existing General Partners, proportionally out of their Interests, in consideration of $10, a one per cent (1%) interest in the profits, losses, tax credits and distributions of the Partnership, with the same collective Special Limited Partner retaining its status as such and its economic interest in the Partnership as a General Partner and a the Special Limited Partner as the economic interest in the Partnership which it formerly held as a Special Limited Partnernot being affected thereby. Upon any such admission of the Special Limited Partner or its designee as an additional General Partner, each of the other General Partners hereby agrees that all of its rights and powers hereunder as a General Partner shall automatically be irrevocably delegated to the Special Limited Partner pursuant to Section 6.13 without the necessity of any further action by any Partner, except as required by the Uniform Act. Each Partner hereby grants to the Special Limited Partner an irrevocable (to the extent permitted by applicable law) power of attorney coupled with an interest to take any action and to execute, deliver and file or record any and all documents and instruments on behalf of such Partner and the Partnership as the Special Limited Partner may deem necessary or appropriate in order to effectuate the provisions of this Section 5.2(e); provided, however, this power of attorney shall be limited ) and to allow the execution, delivery, filing and recording of documents and instruments pertaining additional General Partner to manage the Partnership and Partnership property, and shall not extend to unrelated business affairs or property of the General PartnerPartnership. The admission of the Special Limited Partner or its designee as an additional General Partner shall not relieve any other General Partner of any of its economic obligations hereunder, and each other General Partner shall fully indemnify and hold harmless the additional General Partner against any and all losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained in connection with its capacity as a General Partner.

Additional General Partner. If the General Partners shall fail to make on the due date therefor any payment required under Section 5.2(a) or Section 5.2(b), time being of the essence, at any time thereafter the Special Limited Partner shall have the option, exercisable in its sole discretion, to cause itself or its designee to be admitted as an additional General Partner, receiving from the pre-existing General Partners, proportionally out of their Interests, in consideration of $10, a one per cent (1%) interest in the profits, losses, tax credits and distributions of the Partnership, with the same collective Special Limited Partner retaining its status as such and its economic interest in the Partnership as a General Partner and a the Special Limited Partner as the economic interest in the Partnership which it formerly held as a Special Limited Partnernot being effected thereby. Upon any such admission of the Special Limited Partner as an additional General Partner, each of the other General Partners hereby agrees that all of its rights and powers hereunder as a General Partner shall automatically be irrevocably delegated to the Special Limited Partner pursuant to Section 6.13 without the necessity of any further action by any Partner, except as required by the Uniform Act. Each Partner hereby grants to the Special Limited Partner an irrevocable (to the extent permitted by applicable law) power of attorney coupled with an interest to take any action and to execute, deliver and file or record any and all documents and instruments on behalf of such Partner and the Partnership as the Special Limited Partner may deem necessary or appropriate in order to effectuate the provisions of this Section 5.2(e); provided, however, this power of attorney shall be limited ) and to allow the execution, delivery, filing and recording of documents and instruments pertaining additional General Partner to manage the Partnership and Partnership property, and shall not extend to unrelated business affairs or property of the General PartnerPartnership. The admission of the Special Limited Partner as an additional General Partner shall not relieve any other General Partner of any of its economic obligations hereunder, and each other General Partner shall fully indemnify and hold harmless the additional General Partner against any and all losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained in connection with its capacity as a General Partner.

Additional General Partner. If the General Partners shall fail to make on the due date therefor any payment required under Section 5.2(a) or Section 5.2(b), time being of the essence, at any time thereafter the Special Limited Partner shall have the option, exercisable in its sole discretion, to cause itself or its designee to be admitted as an additional General Partner, with whereupon such additional General Partner shall automatically be transferred from the same collective economic pre-existing General Partners, proportionally from their Interests, in consideration of $10, a one per cent (1%) interest in all profits, losses, tax credits and distributions of the Partnership; such transfer notwithstanding, the Special Limited Partner shall also retain its status as such and its interest in the Partnership as a General Partner and a the Special Limited Partner as the economic interest in the Partnership which it formerly held as a Special Limited Partnershall not be affected. Upon any such admission of the Special Limited Partner or its designee as an additional General Partner, each of the other General Partners hereby agrees that all of its rights and powers hereunder as a General Partner shall automatically be irrevocably delegated to the Special Limited Partner pursuant to Section 6.13 without the necessity of any further action by any Partner, except as required by the Uniform Act. Each Partner hereby grants to the Special Limited Partner an irrevocable (to the extent permitted by applicable law) power of attorney coupled with an interest to take any action and to execute, deliver and file or record any and all documents and instruments on behalf of such Partner and the Partnership as the Special Limited Partner may deem necessary or appropriate in order to effectuate the provisions of this Section 5.2(e); provided, however, this power of attorney shall be limited ) and to allow the execution, delivery, filing and recording of documents and instruments pertaining additional General Partner to manage the Partnership and Partnership property, and shall not extend to unrelated business affairs or property of the General PartnerPartnership. The admission of the Special Limited Partner or its designee as an additional General Partner shall not relieve any other General Partner of any of its economic obligations hereunder, and each other General Partner shall fully indemnify and hold harmless the additional General Partner against any and all losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained in connection with its capacity as a General Partner.

Additional General Partner. If the General Partners shall fail to make on the due date therefor any payment required under Section 5.2(a) or Section 5.2(b), time being of the essence, at any time thereafter then the Special Limited Partner shall have the optionPartner, exercisable in its sole discretion, may cause itself or its designee to be admitted as an additional General Partner, with the same collective economic interest in the Partnership as a General Partner and a Special Limited Partner as the economic interest in the Partnership which it formerly held as a Special Limited without any further action by any other Partner. Upon any such admission of the Special Limited Partner as an additional General Partner, each pre-existing General Partner shall be deemed to have assigned proportionally to the additional General Partner, automatically and without further action, such portion of its General Partner Economic Interest so that the additional General Partner shall receive not less than a one hundredth of one per cent (0.01%) interest in the profits, losses, tax credits, Cash Flow and Capital Transaction distributions of the Partnership in consideration of $10 and any other consideration which may be agreed upon. The pre-existing General Partners hereby agrees that shall retain the remaining portion of the General Partner Economic Interest. An additional General Partner so admitted shall automatically become the Managing General Partner and be irrevocably delegated all of its rights the power and powers hereunder authority of all of the General Partners pursuant to Section 6.13. Any such additional General Partner shall have the right to withdraw as a General Partner shall automatically be irrevocably delegated to at any time, leaving the Special Limited Partner pursuant to Section 6.13 without pre-existing General Partners once again as the necessity only General Partners, the provisions of any further action by any Partner, except as required by the Uniform ActArticle VII notwithstanding. Each Partner hereby grants to the Special Limited Partner an a special power of attorney, irrevocable (to the extent permitted by applicable law) power of attorney law and coupled with an interest interest, to take any action amend the Certificate and this Agreement and to executedo anything else which, deliver and file or record any and all documents and instruments on behalf in the view of such Partner and the Partnership as the Special Limited Partner Partner, may deem be necessary or appropriate in order to effectuate accomplish the provisions purposes of this Section 5.2(e); provided, however, ) or to enable any additional General Partner admitted pursuant to this power of attorney shall be limited Section 5.2(e) to manage the execution, delivery, filing and recording of documents and instruments pertaining to the Partnership and Partnership property, and shall not extend to unrelated business affairs or property of the General PartnerPartnership. The admission of the Special Limited Partner as an additional General Partner shall not relieve any other General Partner of any of its economic obligations hereunder, and each other General Partner shall fully indemnify and hold harmless the additional General Partner from and against any and all losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained in connection with its capacity as a General Partner, which claims result from the actions or omissions of the General Partners prior to the admission of the additional General Partner.

Additional General Partner. If the General Partners shall fail to make on the due date therefor any payment required under Section 5.2(a) or Section 5.2(b), time being of the essence, at any time thereafter the Special Limited Partner shall have the option, exercisable in its sole discretion, to cause itself or its designee to be admitted as an additional General Partner, receiving from the pre-existing General Partners, proportionally out of their Interests, in consideration of $10, a one hundredth of one percent (0.01%) interest in the profits, losses, tax credits and distributions of the Partnership, with the same collective Special Limited Partner retaining its status as such and its economic interest in the Partnership as a General Partner and a the Special Limited Partner as the economic interest in the Partnership which it formerly held as a Special Limited Partnernot being affected thereby. Upon any such admission of the Special Limited Partner or its designee as an additional General Partner, each of the other General Partners hereby agrees that all of its rights and powers hereunder as a General Partner shall automatically be irrevocably delegated to the Special Limited Partner pursuant to Section 6.13 without the necessity of any further action by any Partner, except as required by the Uniform Act. Each Partner hereby grants to the Special Limited Partner an irrevocable (to the extent permitted by applicable law) power of attorney coupled with an interest to take any action and to execute, deliver and file or record any and all documents and instruments on behalf of such Partner and the Partnership as the Special Limited Partner partner may deem necessary or appropriate in order to effectuate the provisions of this Section 5.2(e); provided, however, this power of attorney shall be limited ) and to allow the execution, delivery, filing and recording of documents and instruments pertaining additional General Partner to manage the Partnership and Partnership property, and shall not extend to unrelated business affairs or property of the General PartnerPartnership. The admission of the Special Limited Partner or its designee as an additional General Partner shall not relieve any other General Partner of any of its economic obligations hereunder, and each other General Partner shall fully indemnify and hold harmless the additional General Partner against any and all losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained in connection with its capacity as a General Partner.

Additional General Partner. If the General Partners Partner shall fail to make on the due date therefor any payment required under Section 5.2(a) or Section 5.2(b), time being of the essence, at any time thereafter the Special Limited Partner shall have the option, exercisable in its sole discretion, to cause itself or its designee to be admitted as an additional General Partner, receiving from the existing General Partner, in consideration of the payment of ten dollars ($10.00), a one per cent (1%) interest in the Profits, Losses, Tax Credits and distributions of the Partnership, with the same collective Special Limited Partner retaining its status as such and its economic interest in the Partnership as a General Partner and a Special Limited Partner as the economic interest in the Partnership which it formerly held as a Special Limited Partner. Upon any such admission of the Special Limited Partner (or its designee as an additional General Partner). If the Special Limited Partner exercises the option described in this Section 5.2(e), each of the other General Partners Partner hereby agrees that all of its rights and powers hereunder as a General Partner shall automatically be irrevocably delegated to the Special Limited Partner pursuant to Section 6.13 without the necessity of any further action by any Partner, except as required by the Uniform Act. Each Partner hereby grants to the Special Limited Partner an irrevocable (to the extent permitted by applicable law) power of attorney coupled with an interest to take any action and to execute, deliver and file or record any and all documents and instruments on behalf of such Partner and the Partnership as the Special Limited Partner may deem necessary or appropriate in order to effectuate the provisions of this Section 5.2(e); provided, however, this power of attorney shall be limited ) and to allow the execution, delivery, filing and recording of documents and instruments pertaining additional General Partner to manage the Partnership and Partnership property, and shall not extend to unrelated business affairs or property of the General PartnerPartnership. The admission of the Special Limited Partner or its designee as an additional General Partner shall not relieve any other General Partner of any of its economic obligations hereunder, and each other General Partner shall fully indemnify and hold harmless the additional General Partner from and against any and all losses, judgments, liabilities, expenses and amounts paid in settlement of any claims Adverse Consequences sustained by such additional General Partner in connection with its capacity status as a General Partner (other than Adverse Consequences arising solely from the gross negligence or willful misconduct of such additional General Partner).

Additional General Partner. If the General Partners shall fail to make on the due date therefor any payment required under Section 5.2(a) or Section 5.2(b), time being of the essence, at any time thereafter the Special Limited Partner shall have the option, exercisable in its sole discretion, to cause itself or its designee to be admitted as an additional General Partner, with whereupon such additional General Partner shall automatically be transferred from the same collective economic pre-existing General Partners, proportionally from their Interests, in consideration of $10, a one percent (1%) interest in all the profits, losses, tax credits and distributions of the Partnership, such transfer notwithstanding, the Special Limited Partner shall also retain its status as such and its interest in the Partnership as a General Partner and a the Special Limited Partner as the economic interest in the Partnership which it formerly held as a Special Limited Partnershall not be affected. Upon any such admission of the Special Limited Partner or its designee as an additional General Partner, each of the other General Partners hereby agrees that all of its rights and powers hereunder as a General Partner shall automatically be irrevocably delegated to the Special Limited Partner pursuant to Section 6.13 without the necessity of any further action by any Partner, except as required by the Uniform Act. Each Partner hereby grants to the Special Limited Partner an irrevocable (to the extent permitted by applicable law) power of attorney coupled with an interest to take any action and to execute, deliver and file or record any and all documents and instruments on behalf of such Partner and the Partnership as the Special Limited Partner may deem necessary or appropriate in order to effectuate the provisions of this Section 5.2(e); provided, however, this power of attorney shall be limited ) and to allow the execution, delivery, filing and recording of documents and instruments pertaining additional General Partner to manage the Partnership and Partnership property, and shall not extend to unrelated business affairs or property of the General PartnerPartnership. The admission of the Special Limited Partner or its designee as an additional General Partner shall not relieve any other General Partner of any of its economic obligations hereunder, and each other General Partner shall fully indemnify and hold harmless the additional General Partner against any and all losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained in connection with its capacity as a General Partner.

Additional General Partner. If the General Partners shall fail to make on the due date therefor any payment required under Section 5.2(a) or Section 5.2(b), time being of the essence, at any time thereafter then the Special Limited Partner shall have the optionPartner, exercisable in its sole discretion, may cause itself or its designee to be admitted as an additional General Partner, with the same collective economic interest in the Partnership as a General Partner and a Special Limited Partner as the economic interest in the Partnership which it formerly held as a Special Limited without any further action by any other Partner. Upon any such admission of the Special Limited Partner as an additional General Partner, each pre-existing General Partner shall be deemed to have assigned proportionally to the additional General Partner, automatically and without further action, such portion of its General Partner Economic Interest so that the additional General Partner shall receive not less than a one per cent (1%) interest in the profits, losses, tax credits, Cash Flow and Capital Transaction distributions of the Partnership in consideration of $100.00 and any other consideration which may be agreed upon. The pre-existing General Partners hereby agrees that shall retain the remaining portion of the General Partner Economic Interest. An additional General Partner so admitted shall automatically become the Managing General Partner and be irrevocably delegated all of its rights the power and powers hereunder authority of all of the General Partners pursuant to Section 6.13. Any such additional General Partner shall have the right to withdraw as a General Partner shall automatically be irrevocably delegated to at any time, leaving the Special Limited Partner pursuant to Section 6.13 without pre-existing General Partners once again as the necessity only General Partners, the provisions of any further action by any Partner, except as required by the Uniform ActArticle VII notwithstanding. Each Partner hereby grants to the Special Limited Partner an a special power of attorney, irrevocable (to the extent permitted by applicable law) power of attorney law and coupled with an interest interest, to take any action amend the Certificate and this Agreement and to executedo anything else which, deliver and file or record any and all documents and instruments on behalf in the view of such Partner and the Partnership as the Special Limited Partner Partner, may deem be necessary or appropriate in order to effectuate accomplish the provisions purposes of this Section 5.2(e); provided, however, ) or to enable any additional General Partner admitted pursuant to this power of attorney shall be limited Section 5.2(e) to manage the execution, delivery, filing and recording of documents and instruments pertaining to the Partnership and Partnership property, and shall not extend to unrelated business affairs or property of the General PartnerPartnership. The admission of the Special Limited Partner as an additional General Partner shall not relieve any other General Partner of any of its economic obligations hereunder, and each other General Partner shall fully indemnify and hold harmless the additional General Partner from and against any and all losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained in connection with its capacity as a General Partner, which claims result from the actions or omissions of the General Partners prior to the admission of the additional General Partner.

Additional General Partner. If the General Partners Partner shall fail to make on the due date therefor any payment required under Section 5.2(a) or Section 5.2(b), time being of the essence, at any time thereafter the Special Limited Partner shall have the option, exercisable in its sole discretion, to cause itself or its designee to be admitted as an additional General Partner, receiving from the existing General Partner, in consideration of the payment of ten dollars ($10.00), a one per cent (1%) interest in the Profits, Losses, Tax Credits and distributions of the Partnership, with the same collective Special Limited Partner retaining its status as such and its economic interest in the Partnership as a General Partner and a Special Limited Partner as the economic interest in the Partnership which it formerly held as a Special Limited Partner. Upon any such admission of the Special Limited Partner (or its designee as an additional General Partner). If the Special Limited Partner exercises the option described in this Section 5.2(e), each of the other General Partners Partner hereby agrees that all of its rights and powers hereunder as a General Partner shall automatically be irrevocably delegated to the Special Limited Partner pursuant to Section 6.13 without the necessity of any further action by any Partner, except as required by the Uniform Act. Each Partner hereby grants to the Special Limited Partner an irrevocable (to the extent permitted by applicable law) power of attorney coupled with an interest to take any action and to execute, deliver and file or record any and all documents and instruments on behalf of such Partner and the Partnership as the Special Limited Partner may deem necessary or appropriate in order to effectuate the provisions of this Section 5.2(e); provided, however, this power of attorney shall be limited ) and to allow the execution, delivery, filing and recording of documents and instruments pertaining additional General Partner to manage the Partnership and Partnership property, and shall not extend to unrelated business affairs or property of the General PartnerPartnership. The admission of the Special Limited Partner or its designee as an additional General Partner shall not relieve any other General Partner of any of its economic obligations hereunder, and each other General Partner shall fully indemnify and hold harmless the additional General Partner on an after-tax basis from and against any and all losses, judgments, liabilities, expenses and amounts paid in settlement of any claims Adverse Consequences sustained by such additional General Partner in connection with its capacity status as a General Partner (other than Adverse Consequences arising solely from the gross negligence or willful misconduct of such additional General Partner).

Additional General Partner. If the General Partners Partner shall fail to make on the due date therefor any payment required under Section 5.2(a) or Section 5.2(b), time being of the essence, at any time thereafter the Special Limited Partner shall have the option, exercisable in its sole discretion, to cause itself or its designee to be admitted as an additional General Partner, receiving from the existing General Partner, in consideration of the payment of ten dollars ($10.00), a one per cent (1%) interest in the Profits, Losses, Tax Credits and distributions of the Partnership, with the same collective Special Limited Partner retaining its status as such and its economic interest in the Partnership as a General Partner and a Special Limited Partner as the economic interest in the Partnership which it formerly held as a Special Limited Partner. Upon any such admission of the Special Limited Partner (or its designee as an additional General Partner). If the Special Limited Partner exercises the option described in this Section 5.2(e), each of the other General Partners Partner hereby agrees that agrexx xxxt all of its rights and powers hereunder as a General Partner shall automatically be irrevocably delegated to the Special Limited Partner pursuant to Section 6.13 without the necessity of any further action by any Partner, except as required by the Uniform Act. Each Partner hereby grants to the Special Limited Partner an irrevocable (to the extent permitted by applicable law) power of attorney coupled with an interest to take any action and to execute, deliver and file or record any and all documents and instruments on behalf of such Partner and the Partnership as the Special Limited Partner may deem necessary or appropriate in order to effectuate the provisions of this Section 5.2(e); provided, however, this power of attorney shall be limited ) and to allow the execution, delivery, filing and recording of documents and instruments pertaining additional General Partner to manage the Partnership and Partnership property, and shall not extend to unrelated business affairs or property of the General PartnerPartnership. The admission of the Special Limited Partner or its designee as an additional General Partner shall not relieve any other General Partner of any of its economic obligations hereunder, and each other General Partner shall fully indemnify and hold harmless the additional General Partner on an after-tax basis from and against any and all losses, judgments, liabilities, expenses and amounts paid in settlement of any claims Adverse Consequences sustained by such additional General Partner in connection with its capacity status as a General Partner (other than Adverse Consequences arising solely from the negligence or misconduct of such additional General Partner).

Additional General Partner. If the General Partners Partner shall fail to make on the due date therefor any payment required under Section 5.2(a) or Section 5.2(b), time being of the essence, at any time thereafter the Special Limited Partner shall have the option, exercisable in its sole discretion, to cause itself or its designee to be admitted as an additional General Partner, receiving from the existing General Partner, in consideration of the payment of ten dollars ($10.00), a one-hundredth of one per cent (0.01%) interest in the Profits, Losses, Tax Credits and distributions of the Partnership, with the same collective Special Limited Partner retaining its status as such and its economic interest in the Partnership as a General Partner and a Special Limited Partner as the economic interest in the Partnership which it formerly held as a Special Limited Partner. Upon any such admission of the Special Limited Partner (or its designee as an additional General Partner). If the Special Limited Partner exercises the option described in this Section 5.2(e), each of the other General Partners hereby Partner xxxxxx agrees that all of its rights and powers hereunder as a General Partner shall automatically be irrevocably delegated to the Special Limited Partner pursuant to Section 6.13 without the necessity of any further action by any Partner, except as required by the Uniform Act. Each Partner hereby grants to the Special Limited Partner an irrevocable (to the extent permitted by applicable law) power of attorney coupled with an interest to take any action and to execute, deliver and file or record any and all documents and instruments on behalf of such Partner and the Partnership as the Special Limited Partner may deem necessary or appropriate in order to effectuate the provisions of this Section 5.2(e); provided, however, this power of attorney shall be limited ) and to allow the execution, delivery, filing and recording of documents and instruments pertaining additional General Partner to manage the Partnership and Partnership property, and shall not extend to unrelated business affairs or property of the General PartnerPartnership. The admission of the Special Limited Partner or its designee as an additional General Partner shall not relieve any other General Partner of any of its economic obligations hereunder, and each other General Partner shall fully indemnify and hold harmless the additional General Partner on an after-tax basis from and against any and all losses, judgments, liabilities, expenses and amounts paid in settlement of any claims Adverse Consequences sustained by such additional General Partner in connection with its capacity status as a General Partner (other than Adverse Consequences arising solely from the gross negligence or willful misconduct of such additional General Partner).

Additional General Partner. If the General Partners Partner shall fail to make on the due date therefor any payment required under Section 5.2(a) or Section 5.2(b), time being of the essence, at any time thereafter the Special Limited Partner shall have the option, exercisable in its sole discretion, to cause itself or its designee to be admitted as an additional General Partner, receiving from the existing General Partner, in consideration of the payment of ten dollars ($10.00), a one one-hundredth of one per cent (0.01%) interest in the Profits, Losses, Tax Credits and distributions of the Partnership, with the same collective Special Limited Partner retaining its status as such and its economic interest in the Partnership as a General Partner and a Special Limited Partner as the economic interest in the Partnership which it formerly held as a Special Limited Partner. Upon any such admission of the Special Limited Partner (or its designee as an additional General Partner). If the Special Limited Partner exercises the option described in this Section 5.2(e), each of the other General Partners hereby Partner xxxxxx agrees that all of its rights and powers hereunder as a General Partner shall automatically be irrevocably delegated to the Special Limited Partner pursuant to Section 6.13 without the necessity of any further action by any Partner, except as required by the Uniform Act. Each Partner hereby grants to the Special Limited Partner an irrevocable (to the extent permitted by applicable law) power of attorney coupled with an interest to take any action and to execute, deliver and file or record any and all documents and instruments on behalf of such Partner and the Partnership as the Special Limited Partner may deem necessary or appropriate in order to effectuate the provisions of this Section 5.2(e); provided, however, this power of attorney shall be limited ) and to allow the execution, delivery, filing and recording of documents and instruments pertaining additional General Partner to manage the Partnership and Partnership property, and shall not extend to unrelated business affairs or property of the General PartnerPartnership. The admission of the Special Limited Partner or its designee as an additional General Partner shall not relieve any other General Partner of any of its economic obligations hereunder, and each other General Partner shall fully indemnify and hold harmless the additional General Partner on an after-tax basis from and against any and all losses, judgments, liabilities, expenses and amounts paid in settlement of any claims Adverse Consequences sustained by such additional General Partner in connection with its capacity status as a General Partner (other than Adverse Consequences arising solely from the gross negligence or willful misconduct of such additional General Partner).

Additional General Partner. If the General Partners Partner shall fail to make on the due date therefor any payment required under Section 5.2(a) or Section 5.2(b), time being of the essence, at any time thereafter the Special Limited Partner shall have the option, exercisable in its sole discretion, to cause itself or its designee to be admitted as an additional General Partner, receiving from the existing General Partner, in consideration of the payment of ten dollars ($10.00), a one per cent (1%) interest in the Profits, Losses, Tax Credits and distributions of the Partnership, with the same collective Special Limited Partner retaining its status as such and its economic interest in the Partnership as a General Partner and a Special Limited Partner as the economic interest in the Partnership which it formerly held as a Special Limited Partner. Upon any such admission of the Special Limited Partner (or its designee as an additional General Partner). If the Special Limited Partner exercises the option described in this Section 5.2(e), each of the other General Partners Partner hereby agrees that all of its rights and powers hereunder as a General Partner shall automatically be irrevocably delegated to the Special Limited Partner pursuant to Section 6.13 without the necessity of any further action by any Partner, except as required by the Uniform Act. Each Partner hereby grants to the Special Limited Partner an irrevocable (to the extent permitted by applicable law) power of attorney coupled with an interest to take any action and to execute, deliver and file or record any and all documents and instruments on behalf of such Partner and the Partnership as the Special Limited Partner may deem necessary or appropriate in order to effectuate the provisions of this Section 5.2(e); provided, however, this power of attorney shall be limited ) and to allow the execution, delivery, filing and recording of documents and instruments pertaining additional General Partner to manage the Partnership and Partnership property, and shall not extend to unrelated business affairs or property of the General PartnerPartnership. The admission of the Special Limited Partner or its designee as an additional General Partner shall not relieve any other General Partner of any of its economic obligations hereunderhereunder in existence at the time of such admission, and each other General Partner shall fully indemnify and hold harmless the additional General Partner from and against any and all losses, judgments, liabilities, expenses and amounts paid in settlement of any claims Adverse Consequences sustained in connection with its capacity by such additional General Partner as a result of the actions of the additional General Partner (other than Adverse Consequences arising solely from the gross negligence or willful misconduct of such additional General Partner).

Additional General Partner. If the General Partners Partner shall fail to make on the due date therefor any payment required under Section 5.2(a) or Section 5.2(b), time being of the essence, at any time thereafter the Special Limited Partner shall have the option, exercisable in its sole discretion, to cause itself or its designee to be admitted as an additional General Partner, receiving from the existing General Partner, in consideration of the payment of ten dollars ($10.00), a one per cent (1%) interest in the Profits, Losses, Tax Credits and distributions of the Partnership, with the same collective Special Limited Partner retaining its status as such and its economic interest in the Partnership as a General Partner and a Special Limited Partner as the economic interest in the Partnership which it formerly held as a Special Limited Partner. Upon any such admission of the Special Limited Partner (or its designee as an additional General Partner). If the Special Limited Partner exercises the option described in this Section 5.2(e), each of the other General Partners Partner hereby agrees that all of its xx xxx rights and powers hereunder as a General Partner shall automatically be irrevocably delegated to the Special Limited Partner pursuant to Section 6.13 without the necessity of any further action by any Partner, except as required by the Uniform Act. Each Partner hereby grants to the Special Limited Partner an irrevocable (to the extent permitted by applicable law) power of attorney coupled with an interest to take any action and to execute, deliver and file or record any and all documents and instruments on behalf of such Partner and the Partnership as the Special Limited Partner may deem necessary or appropriate in order to effectuate the provisions of this Section 5.2(e); provided, however, this power of attorney shall be limited ) and to allow the execution, delivery, filing and recording of documents and instruments pertaining additional General Partner to manage the Partnership and Partnership property, and shall not extend to unrelated business affairs or property of the General PartnerPartnership. The admission of the Special Limited Partner or its designee as an additional General Partner shall not relieve any other General Partner of any of its economic obligations hereunder, and each other General Partner shall fully indemnify and hold harmless the additional General Partner on an after-tax basis from and against any and all losses, judgments, liabilities, expenses and amounts paid in settlement of any claims Adverse Consequences sustained by such additional General Partner in connection with its capacity status as a General Partner (other than Adverse Consequences arising solely from the gross negligence or willful misconduct of such additional General Partner).