【正文】 additional places of business may be located elsewhere. . The name and address of the General Partner of the Partnership are: Name Address __________ __________ There are no other General Partners of this Partnership and no other person or entity has any right to take part in the active management of the business affairs of the Partnership. The names and addresses or places of residence of the Limited Partners of this Partnership are set forth in Exhibit A attached to this Agreement and by this reference made a part of this Agreement. There are no other Limited Partners to the Partnership other than those listed in the attached Exhibit A. 3. TERM OF PARTNERSHIP The Partnership shall mence as of the date of this Agreement and shall continue in existence until [year], unless it is sooner terminated, liquidated, or dissolved as provided below. 4. CONTRIBUTIONS OF CAPITAL The capital to be contributed initially to the Partnership by the General Partner and all the Limited Partners shall be cash. The initial capital to be contributed by each Partner, General and Limited, shall be the sum set opposite his or her name in the attached ExhibitA. Each partner shall be personally liable to the Partnership for the full amount of his or her initial capital contribution. The Limited Partners shall be required to make additional capital contributions to the Partnership, on written request by the General Partner, the Partner’s pro rata share (the ownership percentage set opposite the name of each Limited and General Partner in Exhibit A) of all costs, expenses, or charges with respect to the operation of the Partnership [add, if appropriate: and the ownership operation, maintenance, and upkeep of any Partnership property including but not limited to ad valorem taxes, debt amortization (including interest payments), insurance premiums, repairs, professional fees, wages, and utility costs] to the extent such costs, expenses, or charges exceed the ine, if any, derived from the Partnership and the proceeds of any loans made to the Partnership. a. If any Partner fails or refuses to contribute the entire amount of the initial capital called for and/or the additional capital as called for, the General Partner shall be authorized to declare forfeited Partner’s capital account and ownership interest as liquidated damages for the failure. 5. PROFITS AND LOSSES The amount of profits and losses of the Partnership to be allocated to and charged against each Partner shall be determined by the percentage set opposite his or her name in Exhibit A. The term profits is hereby defined to mean ine or gain of whatsoever kind actually incurred by the Partnership or which, because of generally accepted accounting procedures, must be deemed to have been incurred by the Partnership. The term losses is hereby defined to mean any deduction, expenditure, or charge actually incurred by the Partnership or which, because of generally accepted accounting procedures, must be deemed to have been incurred by the Partnership. Cash, when available, may be distributed by the General Partner to all Partners in the same ratio as profits and losses are shared. a. Cash distributions from the Partnership may be made by the General Partner to all Partners without regard to the profits or losses of the Partnership from operations。 (4) Employ, retain, or otherwise secure or enter into other contracts with personnel or firms to assist in the acquisition, development, improvement, management, and general operation of the Partnership properties, including, but not limited to, real estate brokers or agents, supervisory, development and/or building management agents, attorneys, accountants, and engineers, all on such terms and for such consideration as the General Partner deems advisable。 d. Do any act contrary to the Limited Partnership agreement, except with the prior expressed approval of all Partners。 or h. Admit another person or entity as a General or Limited Partner. The General Partner shall not use, directly or indirectly, the assets of this Partnership for any purpose other than for carrying on the business of the Partnership, for the full and exclusive benefit of all its Partners. 11. RESTRICTIONS ON TRANSFERS Except as set forth below, no Limited Partner shall sell, assign, transfer, encumber, or otherwise dispose of any interest in the Partnership without the written consent of the General Partner. In the event a Limited Partner receives a bona fide offer for the purchase of all or a part of his or her interest in the Partnership, the Limited Partner shall either refuse the offer or give the General Partner written notice setting out full details of the offer,