THEREOF;
(XIV)
ASSISTING THE PARTNERSHIP IN COMPLYING WITH ALL REGULATORY
REQUIREMENTS APPLICABLE TO THE PARTNERSHIP IN RESPECT OF ITS BUSINESS
ACTIVITIES, INCLUDING PREPARING OR CAUSING TO BE PREPARED ALL FINANCIAL
STATEMENTS REQUIRED UNDER APPLICABLE REGULATIONS AND CONTRACTUAL UNDERTAKINGS
AND ALL REPORTS AND DOCUMENTS REQUIRED UNDER THE EXCHANGE ACT;
(XV)
TAKING ALL NECESSARY ACTIONS TO ENABLE THE PARTNERSHIP TO MAKE
REQUIRED TAX FILINGS AND REPORTS;
(XVI)
HANDLING AND RESOLVING ALL CLAIMS, DISPUTES OR CONTROVERSIES
(INCLUDING, WITHOUT LIMITATION, ALL LITIGATION, ARBITRATION, SETTLEMENT OR OTHER
3
PROCEEDINGS OR NEGOTIATIONS) WITH UNAFFILIATED THIRD PARTIES IN WHICH THE
PARTNERSHIP MAY BE INVOLVED OR TO WHICH THE PARTNERSHIP MAY BE SUBJECT ARISING
OUT OF THE PARTNERSHIP'S DAY-TO-DAY OPERATIONS, SUBJECT TO SUCH LIMITATIONS OR
PARAMETERS AS MAY BE IMPOSED FROM TIME TO TIME BY THE BOARD OF DIRECTORS;
(XVII)
USING COMMERCIALLY REASONABLE BEST EFFORTS TO CAUSE EXPENSES
INCURRED BY OR ON BEHALF OF THE PARTNERSHIP TO BE REASONABLE OR CUSTOMARY AND
WITHIN ANY BUDGETED PARAMETERS OR EXPENSE GUIDELINES AS MAY BE SET BY THE BOARD
OF DIRECTORS FROM TIME TO TIME;
(XVIII)
PERFORMING SUCH OTHER SERVICES AS MAY BE REQUIRED FROM TIME TO TIME
FOR MANAGEMENT AND OTHER ACTIVITIES RELATING TO THE ASSETS OF THE PARTNERSHIP AS
THE BOARD OF DIRECTORS SHALL REASONABLY REQUEST OR THE MANAGER SHALL DEEM
APPROPRIATE UNDER THE PARTICULAR CIRCUMSTANCES; AND
(XIX)
USING COMMERCIALLY REASONABLE BEST EFFORTS TO CAUSE THE
PARTNERSHIP TO COMPLY WITH ALL APPLICABLE LAWS.
(C)
THE MANAGER MAY RETAIN, FOR AND ON BEHALF, AND AT THE SOLE COST
AND EXPENSE, OF THE PARTNERSHIP, SUCH SERVICES OF ACCOUNTANTS, LEGAL COUNSEL,
APPRAISERS, INSURERS, BROKERS, TRANSFER AGENTS, REGISTRARS, INVESTMENT BANKS,
FINANCIAL ADVISORS, BANKS AND OTHER LENDERS AND OTHERS AS THE MANAGER DEEMS
NECESSARY OR ADVISABLE IN CONNECTION WITH THE MANAGEMENT AND OPERATIONS OF THE
PARTNERSHIP.
THE MANAGER SHALL ALSO HAVE THE RIGHT TO CAUSE ANY OF SUCH
SERVICES AS MAY BE APPROPRIATE TO BE RENDERED BY ITS EMPLOYEES OR AFFILIATES.
THE PARTNERSHIP SHALL PAY OR REIMBURSE THE MANAGER OR ITS AFFILIATES PERFORMING
SUCH SERVICES FOR THE COST THEREOF; PROVIDED, THAT SUCH COSTS AND REIMBURSEMENTS
ARE REASONABLE AND NO GREATER THAN THOSE WHICH WOULD BE PAYABLE TO OUTSIDE
PROFESSIONALS OR CONSULTANTS ENGAGED TO PERFORM SUCH SERVICES PURSUANT TO
AGREEMENTS NEGOTIATED ON AN ARM'S-LENGTH BASIS.
(D)
THE MANAGER SHALL PREPARE, OR CAUSE TO BE PREPARED, AT THE SOLE
COST AND EXPENSE OF THE PARTNERSHIP, ALL REPORTS, FINANCIAL OR OTHERWISE, WITH
RESPECT TO THE PARTNERSHIP REASONABLY REQUIRED BY THE BOARD OF DIRECTORS IN
ORDER FOR THE PARTNERSHIP TO COMPLY WITH ITS GOVERNING INSTRUMENTS OR ANY OTHER
MATERIALS REQUIRED TO BE FILED WITH ANY GOVERNMENTAL BODY OR AGENCY, AND SHALL
PREPARE, OR CAUSE TO BE PREPARED, ALL MATERIALS AND DATA NECESSARY TO COMPLETE
SUCH REPORTS AND OTHER MATERIALS INCLUDING, WITHOUT LIMITATION, AN ANNUAL AUDIT
OF THE PARTNERSHIP'S BOOKS OF ACCOUNT BY A NATIONALLY RECOGNIZED INDEPENDENT
ACCOUNTING FIRM SELECTED BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS.
(E)
THE MANAGER SHALL KEEP A FULL AND COMPLETE ACCOUNT OF ALL COSTS,
EXPENSES AND EXPENDITURES INCURRED BY IT