IN CONNECTION WITH THE PROVISION OF
SERVICES UNDER THIS AGREEMENT.
TO THE EXTENT THAT THE MANAGER ENGAGES IN
ACTIVITIES OTHER THAN THE DISCHARGE OF ITS RESPONSIBILITIES UNDER THIS
AGREEMENT, THE MANAGER SHALL SEPARATELY ACCOUNT FOR ALL SUCH COSTS, EXPENSES AND
EXPENDITURES AND THE PARTNERSHIP SHALL NOT BE BILLED FOR SUCH COSTS, EXPENSES
AND EXPENDITURES.
4
(F)
THE MANAGER SHALL PREPARE REGULAR REPORTS FOR THE BOARD OF
DIRECTORS TO ENABLE THE BOARD OF DIRECTORS TO REVIEW THE PARTNERSHIP'S
OPERATIONS AND COMPLIANCE WITH THE GUIDELINES AND POLICIES APPROVED BY THE BOARD
OF DIRECTORS.
3.
REPRESENTATIONS AND WARRANTIES OF THE PARTIES
(A)
EACH OF THE GENERAL PARTNER AND THE MANAGER HEREBY REPRESENTS,
WARRANTS AND COVENANTS TO THE OTHER AND TO THE PARTNERSHIP THAT THE FOLLOWING
STATEMENTS ARE TRUE AND CORRECT AS OF THE DATE HEREOF:
(I)
EACH OF THE GENERAL PARTNER AND THE MANAGER IS DULY INCORPORATED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS
FORMATION; EACH OF THE GENERAL PARTNER AND THE MANAGER HAS FULL POWER AND
AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT AND TO PERFORM ITS OBLIGATIONS
HEREUNDER;
(II)
EACH OF THE GENERAL PARTNER AND THE MANAGER HAS DULY EXECUTED AND
DELIVERED THIS AGREEMENT, AND THIS AGREEMENT CONSTITUTES THE LEGAL, VALID AND
BINDING OBLIGATION OF SUCH ENTITY, ENFORCEABLE AGAINST SUCH ENTITY IN ACCORDANCE
WITH ITS TERMS (EXCEPT AS SUCH ENFORCEMENT MAY BE LIMITED BY BANKRUPTCY,
INSOLVENCY OR SIMILAR LAWS OF GENERAL APPLICATION AND BY THE EFFECT OF GENERAL
PRINCIPLES OF EQUITY, REGARDLESS OF WHETHER CONSIDERED AT LAW OR IN EQUITY); AND
(III)
THE AUTHORIZATION, EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT BY EACH OF THE GENERAL PARTNER AND THE MANAGER WILL NOT RESULT IN A
BREACH, DEFAULT OR VIOLATION OF THE ORGANIZATIONAL DOCUMENTS OF SUCH ENTITY.
(B)
IF IT SHALL COME TO THE ATTENTION OF EITHER PARTY TO THIS
AGREEMENT THAT THE REPRESENTATIONS AND WARRANTIES MADE BY SUCH PARTY IN THIS
SECTION 3 HAVE CEASED TO BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS, SUCH
PARTY SHALL PROMPTLY NOTIFY THE OTHER PARTY AND THE PARTNERSHIP OF SUCH FACT.
4.
DEVOTION OF TIME; ADDITIONAL ACTIVITIES.
(A)
THE MANAGER WILL PROVIDE A DEDICATED MANAGEMENT TEAM, INCLUDING A
CHIEF EXECUTIVE OFFICER AND SUCH OTHER OFFICERS AND EMPLOYEES AS MAY BE DEEMED
NECESSARY BY THE MANAGER, TO PROVIDE THE MANAGEMENT SERVICES TO BE PROVIDED BY
THE MANAGER TO THE PARTNERSHIP HEREUNDER, THE MEMBERS OF WHICH TEAM SHALL HAVE
AS THEIR RESPONSIBILITY THE MANAGEMENT OF THE PARTNERSHIP AND SHALL DEVOTE SUCH
OF THEIR TIME TO THE MANAGEMENT OF THE PARTNERSHIP AS THE MANAGER OR THE BOARD
OF DIRECTORS REASONABLY DEEMS NECESSARY AND APPROPRIATE, COMMENSURATE WITH THE
LEVEL OF ACTIVITY OF THE PARTNERSHIP FROM TIME TO TIME.
(B)
THE MANAGER HEREBY AGREES THAT NEITHER THE MANAGER NOR ANY ENTITY
CONTROLLED BY OR UNDER COMMON CONTROL WITH THE MANAGER SHALL PROVIDE SERVICES TO
ANY COMPANY OR OTHER ENTITY WHOSE BUSINESS, INVESTMENT POLICIES, GUIDELINES OR
PLAN TARGETS IS SUBSTANTIALLY SIMILAR TO THAT OF THE PARTNERSHIP.
THE
PARTNERSHIP SHALL HAVE THE BENEFIT