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(h) No Other Fees to General Partner or Affiliates. The <br /> fees set forth in this Section 7.5 represent all of the amounts <br /> due the General Partner (in its capacity as General Partner or as <br /> third party) and its Affiliates and, except as allowed under <br /> Section 7.8, no other fees shall be due the General Partner or <br /> its Affiliates by the Partnership. <br /> (i) Nonassignability of Fees. No interest in any fees <br /> payable pursuant to this Section 7.5 or 7.8(b) shall be assigned <br /> or pledged; provided, however, that the General Partner may <br /> pledge its interest in the fees as security for loans from <br /> institutional lenders. Any such pledgee shall have no rights <br /> under this Agreement, which may be amended or terminated by the <br /> Partners without its consent. In the event of such pledge, the <br /> Partnership shall not be required to make any payments or <br /> accounting for fees to any person other than the General Partner <br /> or its Affiliates and in no event shall the Partnership be <br /> required to pay fees at any time except as set forth in this <br /> Agreement. <br /> 7.6. Fiduciary Duty of General Partner. <br /> The General Partner shall have a fiduciary responsibility <br /> to the Limited Partners for the safekeeping and use of all <br /> Partnership property, whether or not in its immediate possession <br /> or control, and shall not employ Partnership property in any <br /> manner except for the Partnership's exclusive benefit. The <br /> General Partner shall not contract away its fiduciary duties <br /> under the common law of agency. <br /> -34- <br />