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pay appropriate fees to any of such persons;
provided, however, the General Partner shall not
delegate duties hereunder which are required to be
performed by SCA Management Company under the
Management Agreement.
9.2. Independent Activities. Subject to the
provisions of Section 16.2 of this Agreement, the General
Partner and each Limited Partner may, notwithstanding the
existence of this Agreement, engage in whatever activities
they choose, whether or not the same be competitive with the
Partnership, without having or incurring any obligation to
offer any interest in such activities to the Partnership or
any party hereto, and, as a material part of the
consideration for the General Partner’s execution hereof and
for the admission of such Limited Partner, each Limited
Partner hereby waives, relinquishes and renounces any such
right or claim of participation.
9.3. Duties. The General Partner shall manage and
control the Partnership, its business and affairs to the
best of its ability and shall use its best efforts to carry
out the business of the Partnership. The General Partner
shall devote itself to the business of the Partnership to
the extent that it, in its discretion, deems necessary for
the efficient carrying on thereof. The General Partner
shall act as a fiduciary with respect to the safekeeping and
use of the funds and assets of the Partnership.
9.4. Certain Limitations.
9.4.1 Without obtaining the consent of all
of the Partners, the General Partner shall not:
9.4.1.1. Act in contravention of this
Agreement;
9.4.1.2. Except as provided in Article XII
of this Agreement, do any act which would make it
impossible to carry on the ordinary business of
the Partnership;
9.4.1.3. Confess a judgment against the
Partnership;
9.4.1.4. Assign the Partnership property in
trust for creditors or on the assignee’s promise
to pay the debts of the Partnership;
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