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shall at all times have a minimum 1% allocation of each material <br /> item of income, gain, loss, deduction and credit of the <br /> Partnership. <br /> SECTION 7: MANAGEMENT <br /> 7.1. Control in General Partner. <br /> The General Partner shall have exclusive control over the <br /> Partnership's business and shall have all of the rights, powers <br /> and authority generally conferred by law or necessary, or <br /> advisable, and consistent with, accomplishing the Partnership's <br /> purpose. Without limiting the generality of the foregoing, the <br /> General Partner shall have the right, subject to the applicable <br /> voting rights of Limited Partners specified elsewhere in this <br /> Agreement: <br /> (a) To acquire, hold, sell, lease, exchange or convey real <br /> and personal property or any interest therein on the <br /> Partnership's behalf upon such terms as it deems advisable; <br /> (b) To borrow money on the Partnership's behalf, to mortgage <br /> or otherwise encumber Partnership property, upon such terms as it <br /> may deem necessary or advisable, all subject to Sections 8.1(c) <br /> and (d); <br /> (c) To prepay in whole or in part, refinance, increase, <br /> modify or extend any agreement, note, lease, mortgage, deed of <br /> trust or other obligation affecting Partnership property; <br /> (d) To delegate duties to and employ from time to time, at <br /> the Partnership's expense, any Persons necessary or advisable for <br /> the management and operation of the Partnership's business, <br /> -27- <br />