appropriate or necessary.
Without limiting the
generality of the foregoing, the Manager's duties shall include the following:
(A)
TO TAKE POSSESSION OF THE ASSETS AND PROPERTIES OF THE
PARTNERSHIP;
(B)
TO STAFF AND OPERATE THE BUSINESS OF THE PARTNERSHIP WITH THE
OFFICERS AND EMPLOYEES OF THE MANAGER OR OF OTHER ENTITIES;
(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;
(F)
TO PREPARE, ON AN ANNUAL AND QUARTERLY BASIS, FINANCIAL
STATEMENTS OF THE PARTNERSHIP, WHICH, IN THE CASE OF ANNUAL FINANCIAL
STATEMENTS, SHALL HAVE BEEN AUDITED BY A NATIONALLY RECOGNIZED FIRM OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS SELECTED BY THE MANAGER, AND TO FURNISH
TO THE PARTNERSHIP SUCH OTHER INFORMATION AND REPORTS CONCERNING THE CONDUCT OF
THE BUSINESS AND AFFAIRS OF THE PARTNERSHIP AS THE PARTNERSHIP SHALL REASONABLY
REQUIRE;
(G)
TO DEPOSIT ALL FUNDS OF THE PARTNERSHIP IN SUCH ACCOUNT OR
ACCOUNTS AS SHALL BE DESIGNATED BY THE MANAGER (WHICH FUNDS SHALL NOT BE
COMMINGLED WITH THE FUNDS OF THE MANAGER);
(H)
TO MAINTAIN RECORDS OF THE ASSETS OWNED BY THE PARTNERSHIP AND
BOOKS OF ACCOUNT AND TO MAKE SUCH RECORDS AND BOOKS OF ACCOUNT AVAILABLE FOR
INSPECTION BY THE PARTNERSHIP OR ITS DULY AUTHORIZED REPRESENTATIVES DURING
REGULAR BUSINESS HOURS AT THE PRINCIPAL OFFICE OF THE MANAGER;
(I)
TO PREPARE AND DISTRIBUTE IN A TIMELY MANNER TO ALL PARTNERS OF
THE PARTNERSHIP TAX INFORMATION REASONABLY REQUIRED FOR FEDERAL, STATE AND LOCAL
INCOME TAX REPORTING PURPOSES;
(J)
TO CAUSE TO BE FILED SUCH CERTIFICATES AND TO DO SUCH OTHER ACTS
AS MAY BE REQUIRED BY LAW TO QUALIFY AND MAINTAIN THE PARTNERSHIP AS A LIMITED
PARTNERSHIP IN ALL RELEVANT JURISDICTIONS; AND
(K)
TO CONDUCT THE BUSINESS AND AFFAIRS OF THE PARTNERSHIP IN
ACCORDANCE WITH THE PARTNERSHIP AGREEMENT AND ALL APPLICABLE LAWS, RULES AND
REGULATIONS;
in each case in such a manner as the Manager deems appropriate or necessary.
SECTION 2.3
OUTSIDE ACTIVITIES
Subject to such limitations as may be imposed pursuant to the terms of the
Partnership Agreement, the affiliates of the Manager (but not including any
Group Member)
shall be entitled to and may have business interests and engage
in business activities in addition to those relating to the business of the
Partnership, including business interests and activities in direct competition
with the Partnership, for their own accounts and for the account of others,
without having or incurring any obligation to offer any interest in such
businesses or activities to the Partnership or any of its partners. Neither the
Partnership nor any of its partners shall have any rights by virtue of this
Agreement or the relationship created hereby in any such business interests.
ARTICLE