NECESSARY OR APPROPRIATE IN
CONNECTION WITH THE PARTNERSHIP BUSINESS AND TO PAY THEREFOR SUCH REASONABLE
REMUNERATION AS THE GENERAL PARTNER MAY DEEM REASONABLE AND PROPER;
(XV)
TO RETAIN OTHER SERVICES OF ANY KIND OR NATURE IN CONNECTION WITH
THE PARTNERSHIP BUSINESS, AND TO PAY THEREFOR SUCH REMUNERATION AS THE GENERAL
PARTNER MAY DEEM REASONABLE AND PROPER;
(XVI)
TO NEGOTIATE AND CONCLUDE AGREEMENTS ON BEHALF OF THE PARTNERSHIP
WITH RESPECT TO ANY OF THE RIGHTS, POWERS AND AUTHORITY CONFERRED UPON THE
GENERAL PARTNER;
(XVII)
TO MAINTAIN ACCURATE ACCOUNTING RECORDS AND TO FILE PROMPTLY ALL
FEDERAL, STATE AND LOCAL INCOME TAX RETURNS ON BEHALF OF THE PARTNERSHIP;
(XVIII)
TO DISTRIBUTE PARTNERSHIP CASH OR OTHER PARTNERSHIP ASSETS IN
ACCORDANCE WITH THIS AGREEMENT;
(XIX)
TO FORM OR ACQUIRE AN INTEREST IN, AND CONTRIBUTE PROPERTY TO, ANY
FURTHER LIMITED OR GENERAL PARTNERSHIPS, JOINT VENTURES OR OTHER RELATIONSHIPS
THAT IT 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 INTEREST FROM TIME TO TIME);
(XX)
TO ESTABLISH PARTNERSHIP RESERVES FOR WORKING CAPITAL, CAPITAL
EXPENDITURES, CONTINGENT LIABILITIES OR ANY OTHER VALID PARTNERSHIP PURPOSE;
22
(XXI)
TO DO ANY AND ALL ACTS AND THINGS NECESSARY OR PRUDENT TO ENSURE
THAT THE PARTNERSHIP WILL NOT BE CLASSIFIED AS A "PUBLICLY TRADED PARTNERSHIP"
FOR PURPOSES OF SECTION 7704 OF THE CODE; AND
(XXII)
TO TAKE SUCH OTHER ACTION, EXECUTE, ACKNOWLEDGE, SWEAR TO OR
DELIVER SUCH OTHER DOCUMENTS AND INSTRUMENTS, AND PERFORM ANY AND ALL OTHER ACTS
THAT THE GENERAL PARTNER DEEMS NECESSARY OR APPROPRIATE FOR THE FORMATION,
CONTINUATION AND CONDUCT OF THE BUSINESS AND AFFAIRS OF THE PARTNERSHIP
(INCLUDING, WITHOUT LIMITATION, ALL ACTIONS CONSISTENT WITH ALLOWING THE COMPANY
AT ALL TIMES TO QUALIFY AS A REIT, UNLESS THE COMPANY VOLUNTARILY TERMINATES ITS
REIT STATUS, AND ALL ACTIONS CONSISTENT WITH AVOIDING ENTITY LEVEL TAX ON THE
COMPANY FOR SO LONG AS IT ELECTS TO QUALIFY AS A REIT) AND TO POSSESS AND ENJOY
ALL OF THE RIGHTS AND POWERS OF A GENERAL PARTNER AS PROVIDED BY THE ACT.
(B)
EXCEPT AS OTHERWISE PROVIDED HEREIN, TO THE EXTENT THE DUTIES OF
THE GENERAL PARTNER REQUIRE EXPENDITURES OF FUNDS TO BE PAID TO THIRD PARTIES,
THE GENERAL PARTNER SHALL NOT HAVE ANY OBLIGATIONS HEREUNDER EXCEPT TO THE
EXTENT THAT PARTNERSHIP FUNDS ARE REASONABLY AVAILABLE TO IT FOR THE PERFORMANCE
OF SUCH DUTIES, AND NOTHING HEREIN CONTAINED SHALL BE DEEMED TO AUTHORIZE OR
REQUIRE THE GENERAL PARTNER, IN ITS CAPACITY AS SUCH, TO EXPEND ITS INDIVIDUAL
FUNDS FOR PAYMENT TO THIRD PARTIES OR TO UNDERTAKE ANY INDIVIDUAL LIABILITY OR
OBLIGATION ON BEHALF OF THE PARTNERSHIP.
6.02
DELEGATION OF AUTHORITY.
THE GENERAL PARTNER MAY DELEGATE ANY OR
ALL OF ITS POWERS, RIGHTS AND OBLIGATIONS HEREUNDER, AND MAY APPOINT, EMPLOY,
CONTRACT OR OTHERWISE DEAL WITH ANY PERSON FOR THE TRANSACTION OF THE BUSINESS
OF THE PARTNERSHIP, WHICH PERSON MAY, UNDER SUPERVISION OF THE GENERAL PARTNER,
PERFORM ANY ACTS OR SERVICES FOR THE PARTNERSHIP AS THE GENERAL