OTHER INSTRUMENTS;
(H)
TO DISTRIBUTE PARTNERSHIP CASH;
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(I)
TO UTILIZE THE SERVICES OF OFFICERS AND
EMPLOYEES OF THE GENERAL PARTNER OR OF ANY OTHER PERSONS AND TO SELECT AND
DISMISS EMPLOYEES (IF ANY) AND OUTSIDE ATTORNEYS, ACCOUNTANTS, CONSULTANTS AND
CONTRACTORS;
(J)
TO MAINTAIN INSURANCE FOR THE BENEFIT OF
THE PARTNERSHIP AND THE PARTNERS;
(K)
TO FORM, PARTICIPATE IN OR CONTRIBUTE OR
LOAN CASH OR PROPERTY TO LIMITED OR GENERAL PARTNERSHIPS, JOINT VENTURES,
LIMITED LIABILITY COMPANIES, CORPORATIONS OR SIMILAR ARRANGEMENTS;
(L)
TO EXPAND THE BUSINESS ACTIVITIES IN
WHICH THE PARTNERSHIP IS ENGAGED OR ENGAGE IN NEW BUSINESS ACTIVITIES BY
ACQUISITION OR INTERNAL DEVELOPMENT;
(M)
TO CONDUCT LITIGATION AND INCUR LEGAL EXPENSES
AND OTHERWISE DEAL WITH OR SETTLE CLAIMS OR DISPUTES; AND
(N)
TO PURCHASE, SELL OR OTHERWISE ACQUIRE OR
DISPOSE OF UNITS;
in each case at such times and upon such terms and conditions as the General
Partner deems appropriate or necessary, and subject to any express restrictions
contained elsewhere in this Agreement.
SECTION 7.2
DUTIES OF GENERAL PARTNER
The General Partner shall manage the business and affairs of the Partnership in
the manner the General Partner deems appropriate or necessary.
Without limiting
the generality of the foregoing, the General Partner's duties shall include the
following:
(A)
TO TAKE POSSESSION OF THE ASSETS OF THE
PARTNERSHIP;
(B)
TO STAFF AND OPERATE THE BUSINESS OF THE
PARTNERSHIP WITH THE OFFICERS AND EMPLOYEES OF THE GENERAL PARTNER OR OF OTHER
PERSONS;
(C)
TO RENDER OR CAUSE TO BE RENDERED
ENGINEERING, ENVIRONMENTAL AND OTHER
TECHNICAL SERVICES AND PERFORM OR CAUSE TO
BE PERFORMED FINANCIAL, ACCOUNTING, LOGISTICAL AND OTHER ADMINISTRATIVE
FUNCTIONS FOR THE PARTNERSHIP;
(D)
TO RENDER SUCH REPORTS AND MAKE SUCH
PERIODIC AND OTHER FILINGS AS MAY BE REQUIRED UNDER APPLICABLE FEDERAL, STATE
AND LOCAL LAWS, RULES AND REGULATIONS;
(E)
TO PROVIDE OR CAUSE TO BE PROVIDED
PURCHASING, PROCUREMENT, REPAIR AND OTHER SERVICES FOR THE PARTNERSHIP; AND
(F)
TO CONDUCT THE BUSINESS OF THE
PARTNERSHIP IN ACCORDANCE WITH THIS AGREEMENT AND ALL APPLICABLE LAWS, RULES AND
REGULATIONS;
in each case in such a manner as the General Partner deems appropriate or
necessary.
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Section 7.3
Reliance by Third Parties
Notwithstanding anything to the contrary in this Agreement, any Person dealing
with the Partnership shall be entitled to assume that the General Partner has
full power and authority to encumber, sell or otherwise use in any manner any
and all assets of the Partnership and to enter into any contracts on behalf of
the Partnership, and such Person shall be entitled to deal with the General
Partner as if it were the Partnership's sole party in interest, both legally and
beneficially.
Each Limited Partner hereby waives any and all defenses or other
remedies which may be available against such Person to contest, negate or
disaffirm any action of the General Partner in connection with any such
dealing.
In no event shall any Person dealing with the General Partner or its
representatives be obligated to ascertain that the terms of this Agreement have