THE PERFORMANCE OF ANY AND ALL ACTS NECESSARY OR
APPROPRIATE TO THE OPERATION OF THE PARTNERSHIP ASSETS INCLUDING, BUT NOT
LIMITED TO, APPLICATIONS FOR REZONING, OBJECTIONS TO REZONING, CONSTRUCTING,
32
altering, improving, repairing, renovating, rehabilitating, razing, demolishing
or condemning any improvements or property of the Partnership;
(5)
THE MANAGEMENT, OPERATION, LEASING,
LANDSCAPING, REPAIR, ALTERATION, DEMOLITION OR IMPROVEMENT OF ANY REAL PROPERTY
OR IMPROVEMENTS OWNED BY THE PARTNERSHIP OR ANY SUBSIDIARY OF THE PARTNERSHIP OR
ANY PERSON IN WHICH THE PARTNERSHIP HAS MADE A DIRECT OR INDIRECT EQUITY
INVESTMENT;
(6)
THE NEGOTIATION, EXECUTION, AND PERFORMANCE
OF ANY CONTRACTS, CONVEYANCES OR OTHER INSTRUMENTS (INCLUDING WITH AFFILIATES OF
THE PARTNERSHIP TO THE EXTENT PERMITTED BY THIS AGREEMENT) THAT THE GENERAL
PARTNER CONSIDERS USEFUL OR NECESSARY TO THE CONDUCT OF THE PARTNERSHIP'S
OPERATIONS OR THE IMPLEMENTATION OF THE GENERAL PARTNER'S POWERS UNDER THIS
AGREEMENT, INCLUDING CONTRACTING WITH CONTRACTORS, DEVELOPERS, CONSULTANTS,
ACCOUNTANTS, LEGAL COUNSEL, OTHER PROFESSIONAL ADVISORS AND OTHER AGENTS AND THE
PAYMENT OF THEIR EXPENSES AND COMPENSATION OUT OF THE PARTNERSHIP'S ASSETS;
(7)
THE DISTRIBUTION OF PARTNERSHIP CASH OR
OTHER PARTNERSHIP ASSETS IN ACCORDANCE WITH THIS AGREEMENT;
(8)
THE HOLDING, MANAGING, INVESTING AND
REINVESTING OF CASH AND OTHER ASSETS OF THE PARTNERSHIP;
(9)
THE COLLECTION AND RECEIPT OF REVENUES AND
INCOME OF THE PARTNERSHIP;
(10)
THE ESTABLISHMENT OF ONE OR MORE DIVISIONS OF
THE PARTNERSHIP, THE SELECTION AND DISMISSAL OF EMPLOYEES OF THE PARTNERSHIP
(INCLUDING, WITHOUT LIMITATION, EMPLOYEES HAVING TITLES SUCH AS "PRESIDENT,"
"VICE PRESIDENT," "SECRETARY" AND "TREASURER" OF THE PARTNERSHIP), AND AGENTS,
OUTSIDE ATTORNEYS, ACCOUNTANTS, CONSULTANTS AND CONTRACTORS OF THE PARTNERSHIP,
AND THE DETERMINATION OF THEIR COMPENSATION AND OTHER TERMS OF EMPLOYMENT OR
HIRING, INCLUDING WAIVERS OF CONFLICTS OF INTEREST AND THE PAYMENT OF THEIR
EXPENSES AND COMPENSATION OUT OF THE PARTNERSHIP'S ASSETS;
(11)
THE MAINTENANCE OF SUCH INSURANCE FOR THE
BENEFIT OF THE PARTNERSHIP, THE PARTNERS AND DIRECTORS AND OFFICERS THEREOF AS
IT DEEMS NECESSARY OR APPROPRIATE IN GOOD FAITH;
(12)
THE FORMATION OF, OR ACQUISITION OF AN INTEREST
IN, AND THE CONTRIBUTION OF PROPERTY TO, ANY OTHER CORPORATIONS, LIMITED OR
GENERAL PARTNERSHIPS, JOINT VENTURES OR OTHER ENTITIES OR RELATIONSHIPS THAT IT,
IN GOOD FAITH, DEEMS DESIRABLE (INCLUDING, WITHOUT LIMITATION, THE ACQUISITION
OF INTERESTS IN, AND THE CONTRIBUTIONS OF PROPERTY TO, ITS SUBSIDIARIES AND ANY
OTHER PERSON IN WHICH IT HAS AN EQUITY INVESTMENT FROM TIME TO TIME), PROVIDED
THAT, AS LONG AS PARENT HAS DETERMINED TO CONTINUE TO QUALIFY AS A REIT, THE
PARTNERSHIP MAY NOT ENGAGE IN ANY SUCH FORMATION, ACQUISITION OR CONTRIBUTION
THAT WOULD CAUSE PARENT TO FAIL TO QUALIFY AS A REIT;
33
(13)
THE CONTROL OF ANY MATTERS AFFECTING THE RIGHTS
AND OBLIGATIONS OF THE PARTNERSHIP, INCLUDING THE SETTLEMENT, COMPROMISE,
SUBMISSION TO ARBITRATION OR ANY OTHER FORM OF DISPUTE RESOLUTION, OR
ABANDONMENT OF, ANY CLAIM, CAUSE OF ACTION, LIABILITY, DEBT OR DAMAGES, DUE OR
OWING TO OR FROM THE PARTNERSHIP, THE COMMENCEMENT OR DEFENSE OF SUITS, LEGAL
PROCEEDINGS, ADMINISTRATIVE PROCEEDINGS, ARBITRATION OR OTHER FORMS OF DISPUTE
RESOLUTION, AND THE REPRESENTATION OF THE PARTNERSHIP IN ALL