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Partners` Interests, as shown on Exhibit A. Meeting notices and procedures shall be in conformity
<br />with California Corporations Code Section 15637,
<br />8.5 Power of Attorney. The Limited Partners hereby irrevocably constitute and
<br />appoint the Administrative General Partner as his attorney to make, execute, acknowledge, and
<br />record any instrument which may be required by law to be filed by the Partnership, and any and all
<br />deeds, leases, deeds of trust, loan applications, promissory notes, loan agreements, assignments of
<br />lease, or other instruments or documents which the Administrative General Partner deems
<br />appropriate or necessary to carry out the purposes of this Agreement. The foregoing power of
<br />attorney shall survive the delivery of any assignment by a Limited Partner of the whole or any
<br />portion of his limited partner's interest, and any assignee of a Limited Partner hereby constitutes and
<br />appoints the Administrative General Partner as his attorney in the same manner and with the same
<br />force as if such assignee had executed this Agreement.
<br />8.6. Other Activities. The Administrative General Partner shall devote so
<br />much of its time and attention to the Partnership business as it deems necessary or advisable under
<br />the circumstances. Any partner, General or Limited, may engage in or possess an interest in other
<br />partnerships and other business ventures of every nature and description and neither the Partnership
<br />nor the Partners shall have any right in such independent ventures or to the income or profits
<br />derived therefrom. Neither the General Partners or any Limited Partner shall be obligated to
<br />present any particular investment opportunity to the Partnership, even if the opportunity is of a
<br />character which, if presented to the Partnership, could be taken by the Partnership and the Partner
<br />receiving the opportunity shall have the right to take it for his or her own account or to recommend
<br />it to others. The fact that a Partner is employed, or is directly or indirectly interested in or
<br />connected with any firm or corporation employed by the Partnership to perform a service, shall not
<br />prohibit the General Partners from employing such person, farm or corporation, or from otherwise
<br />dealing with him or it. Neither the Partnership nor the Partners shall have any rights in or to any
<br />income or profits derived from such employment, nor shall such employment change the status of
<br />the partner as a Limited Partner hereunder,
<br />8.7. Scope of Authority. Except as herein set forth, the Administrative General
<br />Partner shall have the right to cause the Partnership to enter into transactions with other persons,
<br />firms or entities with which the Administrative General Partner is affiliated, and to receive
<br />compensation, directly or indirectly through such affiliated corporation or other persons, for
<br />services rendered in connection with the Partnership from any source or transaction.
<br />8.8. Limitation on Liability. The Partners acknowledge and agree that it is their
<br />intent that the General Partners shall not be liable, responsible or accountable in damages or
<br />otherwise, to any third person nor to the Partnership, nor to the other Partners for any loss, liability,
<br />obligations, penalties, actions, judgments, proceedings, damages, costs or expenses of any kind or
<br />nature whatsoever, including without limitation, all costs and expenses of defense, appeal and
<br />settlement, in any way relating to or arising out of or alleged to relate or arise out of any action or
<br />inaction on the part of the Partnership or the General Partners, except for the willful misconduct,
<br />gross negligence or reckless disregard by the General Partners of its duties. The Partnership shall
<br />Znieial L15 Agreement - Santa Ana 9.1..159.115
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