Common use of Rights and Powers of the General Partner Clause in Contracts

Rights and Powers of the General Partner. Subject to the express provisions of this Agreement and the other Fund Governing Documents (including provisions requiring approval of the Advisory Council, the Limited Partners or the Fund Limited Partners over certain matters), (i) the General Partner in its sole discretion shall have full, complete and exclusive right, power and authority to exercise all the powers of the Partnership and to do all things necessary to effectuate the purposes of the Partnership as set forth in Section 1.3, (ii) the General Partner shall exercise on behalf of the Partnership complete discretionary authority for the management and the conduct of the affairs of the Partnership, and (iii) the General Partner, in its sole discretion, shall have full, complete and exclusive right, power and authority in the management and control of the Partnership’s business (including causing property management agreements and other agreements for property-related services to be entered into with respect to the Properties and other assets of the Partnership). Without limiting the generality of the foregoing, it is understood and agreed that the General Partner may enter into letters of intent, purchase agreements and other commitments relating to the acquisition or sale of Properties and other assets of the Partnership.