【正文】 ed or ordinary business of the Partnership。 and (5) Take any and all other action which is permitted under the __________ Limited Partnership Act and which is customary or reasonably related to the acquisition, ownership, development, improvement, management, leasing, and disposition of real, personal, or mixed property. The General Partner shall exercise ordinary business judgment in managing the affairs of the Partnership. a. Unless fraud, deceit, or a wrongful taking shall be involved, the General Partner shall not be liable or obligated to the limited Partners for any mistake of fact or judgment made by the General Partner in operating the business of the Partnership resulting in any loss to the Partnership or its Partners. b. The General Partner does not, in any way, guarantee the return of the Limited Partners’ capital or a profit from the operations of the Partnership. c. Neither shall the General Partner be responsible to any Limited Partner because of a loss of his or her investment or a loss in operations, unless it shall have been occasioned by fraud, deceit, or a wrongful taking by the General Partner. d. The General Partner shall devote such attention and business capacity to the affairs of the Partnership as may be reasonably necessary. (1) In this connection, the parties hereby acknowledge that the General Partner may be the manager or general partner of other partnerships and may continue to manage other partnerships, and may continue to engage in other distinct or related business. All Partners recognize that sometimes there are practical difficulties in doing business as a Limited Partnership occasioned by outsiders seeking to satisfy themselves regarding the capacity of the General Partner to act for and on behalf of the Partnership, or for other reasons. a. The Limited Partners hereby specifically authorize the General Partner to acquire all real and personal property, arrange all financing, enter contracts, and plete all other arrangements needed to effect the purposes of this Partnership, either in the General Partner’s own name or in the name of a nominee, without having to disclose the existence of this Partnership. b. If the General Partner decides to transact the Partnership business in his own name or in the name of a nominee, the General Partner shall place a written declaration of trust in the Partnership books and records that acknowledges the capacity in which the nominee acts and the name of the Partnership as true or equitable owner. The General Partner may be removed by the affirmative vote of [specify percentage] (_____%) in interest, not in number, of the Limited Partners. a. The written notice of a General Partner’s removal shall be served on the General Partner by certified mail. b. The notice shall set forth the day on which the removal is to be effective, which date shall not be less than thirty (30) days after the service of the notice on the General Partner. c. On the removal of the General Partner, the Limited Partners shall elec t a new General Partner on the vote of [specify percentage] (_____%) in interest, not in number, of the Limited Partners, at a special meeting called for that purpose. d. The removal of a General Partner shall cause the General Partner’s interest in the Partnership to be converted to a Limited Partnership interest but shall not alter or change the rights or responsibilities pursuant to paragraphs and of this Agreement. The General Partner and/or the General Partner’s assignees or appointees shall receive a management fee, payable monthly, which shall not exceed [specify percent] (_____%) of the gross revenue, that is, of the total monthly receivables of all rentals, of the Partnership. The Limited Partners shall not have either the obligation or the right to take part, directly or indirectly, in the active management of the business. a. No Limited Partner is authorized to do or perform any act or deed in the name of, for, or on behalf of either the General Partner or the Partnership. b. No Limited Partner is authorized to and shall not be permitted to do any act or deed that will cause the Limited Partner to be classified as a General Partner of the Partnership. 9. LIABILITIES The liability of the General Partner arising from carrying on the business affairs or operations of the Partnership or for the debts of the Partnership is unrestricted. a. The liability of the Limited Partners with regard to the Partnership in all respects is restricted and limited to the amount of the actual capital contributions that each Limited Partner makes. Nothing in this Agreement shall prevent or act against a loan of funds from the General Partner or a Limited Partner to the Partnership on a promissory note or