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the performance of duties or services by the General Partner or <br /> its Affiliate on behalf of the Partnership; (2) no claim in the <br /> legal action is being made against the General Partner or <br /> Affiliate by the Partnership, a Partner or Affiliate, and (3) the <br /> party to whom the expenses are advanced and the associated <br /> General Partner in the case of an Affiliate agree to repay the <br /> advanced funds to the Partnership if it is ultimately determined <br /> that such party is not entitled to indemnification. <br /> 7.4. Devotion of Skill and Time. <br /> The General Partner shall cause its officers and <br /> employees diligently to pursue and apply their general skills <br /> to the Partnership's business and devote as much time as is <br /> reasonably necessary to manage and operate the Partnership and <br /> its business in the best interests of all of the Partners. <br /> Nevertheless, officers and employees of the General Partner shall <br /> not be required to devote a major part of their time to <br /> Partnership affairs and may engage in other businesses, including <br /> businesses identical or similar to the Partnership's business. <br /> 7.5. Fees and Reimbursement of General Partner, <br /> Affiliates and the City. <br /> (a) Development Fees. <br /> (i) As compensation for the past services of Eden in <br /> connection with the development of the Development on behalf of <br /> the Partnership, the Partnership shall pay to Eden a Development <br /> Fee of $269,050 payable in accordance with the schedule set forth <br /> on Exhibit K. <br /> -31- <br />