DISCOUNT COMMERCIAL PAPER, ACCEPTANCES, NEGOTIABLE INSTRUMENTS,
BILLS OF EXCHANGE AND DOLLAR DRAFTS;
(I)
TO DEMAND, SUE FOR, RECEIVE, AND OTHERWISE TAKE STEPS TO COLLECT
OR RECOVER ALL DEBTS, RENTS, PROCEEDS, INTERESTS, DIVIDENDS, GOODS, CHATTELS,
INCOME FROM PROPERTY, DAMAGES AND ALL OTHER PROPERTY TO WHICH THE PARTNERSHIP
MAY BE ENTITLED OR WHICH ARE OR MAY BECOME DUE THE PARTNERSHIP FROM ANY PERSON;
TO COMMENCE, PROSECUTE OR ENFORCE, OR TO DEFEND, ANSWER OR OPPOSE, CONTEST AND
ABANDON ALL LEGAL PROCEEDINGS IN WHICH THE PARTNERSHIP IS OR MAY HEREAFTER BE
INTERESTED; AND TO SETTLE, COMPROMISE OR SUBMIT TO ARBITRATION ANY ACCOUNTS,
DEBTS, CLAIMS, DISPUTES AND MATTERS WHICH MAY ARISE BETWEEN THE PARTNERSHIP AND
ANY OTHER PERSON AND TO GRANT AN EXTENSION OF TIME FOR THE PAYMENT OR
SATISFACTION THEREOF ON ANY TERMS, WITH OR WITHOUT SECURITY;
(J)
TO MAKE ARRANGEMENTS FOR FINANCING, INCLUDING THE TAKING OF ALL
ACTION DEEMED NECESSARY OR APPROPRIATE BY THE GENERAL PARTNER TO CAUSE ANY
APPROVED LOANS TO BE CLOSED;
(K)
TO TAKE ALL REASONABLE MEASURES NECESSARY TO INSURE COMPLIANCE BY
THE PARTNERSHIP WITH CONTRACTUAL OBLIGATIONS AND OTHER ARRANGEMENTS ENTERED INTO
BY THE PARTNERSHIP FROM TIME TO TIME IN ACCORDANCE WITH THE PROVISIONS OF THIS
AGREEMENT, INCLUDING PERIODIC REPORTS AS REQUIRED TO LENDERS AND USING ALL DUE
DILIGENCE TO INSURE THAT THE PARTNERSHIP IS IN COMPLIANCE WITH ITS CONTRACTUAL
OBLIGATIONS;
(L)
TO MAINTAIN THE PARTNERSHIP'S BOOKS AND RECORDS;
(M)
TO CREATE OR MAINTAIN AFFILIATES ENGAGED IN ACTIVITIES THAT THE
PARTNERSHIP COULD ITSELF UNDERTAKE; AND
(N)
TO PREPARE AND DELIVER, OR CAUSE TO BE PREPARED AND DELIVERED BY
THE ACCOUNTANTS, ALL FINANCIAL AND OTHER REPORTS WITH RESPECT TO THE OPERATIONS
OF THE PARTNERSHIP, AND PREPARATION AND FILING OF ALL FEDERAL, STATE AND LOCAL
TAX RETURNS AND REPORTS.
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
33
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.
Notwithstanding any other provisions of this Agreement or the Act, any action of
the General Partner on behalf of the Partnership or any decision of the General
Partner to refrain from acting on behalf of the Partnership, undertaken in the
good faith belief that such action or omission is necessary or advisable in
order (i) to protect or further the ability of the General Partner and its
respective Subsidiary Entities, as applicable, to continue to qualify as REITs
or (ii) to avoid the General Partner's incurring any taxes under Section 857 or
Section 4981 of the Code, is expressly authorized under this Agreement and is
deemed approved by all of the Limited Partners.
Nothing, however, in this
Agreement