members of the group consisting of the MLP
and its consolidated subsidiaries (including the Partnership) are referred to
herein as "Group Members."
ARTICLE II
POWERS AND DUTIES OF THE MANAGER
SECTION 2.1
POWERS OF THE MANAGER
Subject to such limitations as may be imposed by law, this Agreement, the
Partnership Agreement or the MLP Partnership Agreement (including any provisions
relating to separateness of the Partnership from other entities), the Manager is
hereby authorized and empowered, in the name of and on behalf of the
Partnership, to do and perform any and all acts and things which it deems
appropriate or necessary in the conduct of the business and affairs of the
Partnership, including, without limitation, the following:
(A)
TO LEND OR BORROW MONEY, TO ASSUME, GUARANTEE OR OTHERWISE BECOME
LIABLE FOR INDEBTEDNESS AND OTHER LIABILITIES AND TO ISSUE EVIDENCES OF
INDEBTEDNESS;
(B)
TO BUY, LEASE (AS LESSOR OR LESSEE), SELL, MORTGAGE, ENCUMBER OR
OTHERWISE ACQUIRE OR DISPOSE OF ANY OR ALL OF THE ASSETS OF THE PARTNERSHIP;
(C)
TO OWN, USE AND INVEST THE ASSETS OF THE PARTNERSHIP;
(D)
TO PURCHASE OR SELL PRODUCTS, SERVICES AND SUPPLIES;
(E)
TO MAKE TAX, REGULATORY AND OTHER FILINGS WITH, AND TO RENDER
PERIODIC AND OTHER REPORTS TO, GOVERNMENTAL AGENCIES OR BODIES HAVING
JURISDICTION OVER THE ASSETS OR BUSINESS OF THE PARTNERSHIP;
(F)
TO OPEN, MAINTAIN AND CLOSE BANK ACCOUNTS AND TO DRAW CHECKS AND
OTHER ORDERS FOR THE PAYMENT OF MONEY;
(G)
TO NEGOTIATE, EXECUTE AND PERFORM ANY CONTRACTS, CONVEYANCES OR
OTHER INSTRUMENTS;
(H)
TO MAKE ALLOCATIONS OF INCOME AND DEDUCTIONS OF THE PARTNERSHIP
AND MAKE DISTRIBUTIONS IN ACCORDANCE WITH THE PARTNERSHIP AGREEMENT;
(I)
TO UTILIZE THE SERVICES OF OFFICERS AND EMPLOYEES OF THE MANAGER
OR OF ANY OTHER ENTITIES 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 ITS
PARTNERS;
(K)
TO FORM, PARTICIPATE IN OR CONTRIBUTE OR LOAN CASH OR PROPERTY TO
LIMITED OR GENERAL PARTNERSHIPS, LIMITED LIABILITY COMPANIES, CORPORATIONS,
OTHER ENTITIES, JOINT VENTURES 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; AND
[Management Agreement]
(M)
TO CONDUCT LITIGATION AND INCUR LEGAL EXPENSES AND OTHERWISE DEAL
WITH OR SETTLE CLAIMS OR DISPUTES;
in each case at such times and upon such terms and conditions as the Manager
deems appropriate or necessary and subject to any express restrictions on such
powers as provided in the Partnership Agreement. The parties hereto acknowledge
that so long as the Manager is the general partner of the Partnership under the
Partnership Agreement (the "General Partner"), the Manager shall have and be
entitled to exercise all of the same hereunder as the General Partner is
entitled to have and entitled to exercise under the Partnership Agreement.
SECTION 2.2
DUTIES OF THE MANAGER
The Manager shall manage the business and affairs of the Partnership in the
manner which the Manager deems