THE PARTNERSHIP AND WILL PERFORM (OR CAUSE TO BE PERFORMED) SUCH
SERVICES AND ACTIVITIES RELATING TO THE ASSETS AND OPERATIONS OF THE PARTNERSHIP
AS MAY BE APPROPRIATE, INCLUDING, WITHOUT LIMITATION:
(I)
CONDUCTING A PERIODIC REVIEW OF ACQUISITION CRITERIA AND
PARAMETERS FOR ACQUISITIONS, BORROWINGS AND OPERATIONS RELATED THERETO AND
ORIGINATING ACQUISITION OPPORTUNITIES;
(II)
INVESTIGATION, ANALYSIS AND SELECTION OF ACQUISITION
OPPORTUNITIES;
(III)
WITH RESPECT TO PROSPECTIVE ACQUISITIONS OR DISPOSITIONS BY THE
PARTNERSHIP, CONDUCTING NEGOTIATIONS WITH SELLERS AND PURCHASERS AND THEIR
RESPECTIVE AGENTS, REPRESENTATIVES AND ADVISORS (INCLUDING, WITHOUT LIMITATION,
INVESTMENT BANKERS);
(IV)
COORDINATING AND MANAGING OPERATIONS OF ANY JOINT VENTURE OR
CO-INVESTMENT INTERESTS HELD BY THE PARTNERSHIP AND CONDUCTING ALL MATTERS WITH
THE JOINT VENTURE OR CO-INVESTMENT PARTNERS;
(V)
PROVIDING EXECUTIVE AND ADMINISTRATIVE PERSONNEL, OFFICE SPACE AND
OFFICE SERVICES REQUIRED IN RENDERING SERVICES TO THE PARTNERSHIP;
(VI)
ADMINISTERING THE DAY-TO-DAY OPERATIONS OF THE PARTNERSHIP AND
PERFORMING AND SUPERVISING THE PERFORMANCE OF SUCH OTHER ADMINISTRATIVE
FUNCTIONS NECESSARY IN THE MANAGEMENT OF THE PARTNERSHIP AS MAY BE AGREED UPON
BY THE MANAGER AND THE BOARD OF DIRECTORS, INCLUDING, WITHOUT LIMITATION, THE
COLLECTION OF REVENUES AND THE PAYMENT OF THE PARTNERSHIP'S DEBTS AND
OBLIGATIONS AND MAINTENANCE OF APPROPRIATE COMPUTER SERVICES TO PERFORM SUCH
ADMINISTRATIVE FUNCTIONS;
2
(VII)
COMMUNICATING ON BEHALF OF THE PARTNERSHIP WITH THE HOLDERS OF ANY
EQUITY OR DEBT SECURITIES OF THE PARTNERSHIP AS REQUIRED TO SATISFY THE
REPORTING AND OTHER REQUIREMENTS OF ANY GOVERNMENTAL BODIES OR AGENCIES OR
TRADING MARKETS AND TO MAINTAIN EFFECTIVE RELATIONS WITH SUCH HOLDERS;
(VIII)
COUNSELING THE PARTNERSHIP REGARDING THE MAINTENANCE OF ITS STATUS
AS A PUBLICLY TRADED PARTNERSHIP FOR TAX PURPOSES AND MONITORING COMPLIANCE WITH
THE VARIOUS TESTS AND OTHER RULES SET OUT IN THE CODE AND TREASURY REGULATIONS
THEREUNDER RELATED TO SUCH STATUS;
(IX)
MONITORING THE OPERATING PERFORMANCE OF THE PARTNERSHIP'S ASSETS
AND PROVIDING PERIODIC REPORTS WITH RESPECT THERETO TO THE BOARD OF DIRECTORS,
INCLUDING COMPARATIVE INFORMATION WITH RESPECT TO SUCH OPERATING AND PERFORMANCE
AND BUDGETED OR PROJECTED OPERATING RESULTS;
(X)
INVESTING AND RE-INVESTING ANY MONEYS AND SECURITIES OF THE
PARTNERSHIP (INCLUDING, WITHOUT LIMITATION, INVESTING IN SHORT-TERM INVESTMENTS
PENDING INVESTMENT IN OPERATIONAL ASSETS, PAYMENT OF FEES, COSTS AND EXPENSES,
OR PAYMENTS OF DIVIDENDS OR DISTRIBUTIONS TO PARTNERS OF THE PARTNERSHIP) AND
ADVISING THE PARTNERSHIP AS TO ITS CAPITAL STRUCTURE AND CAPITAL RAISING;
(XI)
ASSISTING THE PARTNERSHIP TO RETAIN QUALIFIED ACCOUNTANTS AND
LEGAL COUNSEL, AS APPLICABLE, TO ASSIST IN DEVELOPING APPROPRIATE ACCOUNTING
PROCEDURES, COMPLIANCE PROCEDURES AND TESTING SYSTEMS WITH RESPECT TO FINANCIAL
REPORTING OBLIGATIONS AND COMPLIANCE WITH THE PROVISIONS OF THE CODE APPLICABLE
TO PUBLICLY TRADED PARTNERSHIPS AND TO CONDUCT QUARTERLY COMPLIANCE REVIEWS WITH
RESPECT THERETO;
(XII)
CAUSING THE PARTNERSHIP TO QUALIFY TO DO BUSINESS IN ALL
APPLICABLE JURISDICTIONS AND TO OBTAIN AND MAINTAIN ALL APPROPRIATE LICENSES;
(XIII)
MANAGING AND ADMINISTERING THE PARTNERSHIP'S RIGHTS AND
OBLIGATIONS UNDER ALL AGREEMENTS WITH UNAFFILIATED THIRD PARTIES TO WHICH THE
PARTNERSHIP IS A PARTY OR BY WHICH THE PARTNERSHIP IS BOUND AND MONITORING
COMPLIANCE BY THE PARTNERSHIP AND BY SUCH UNAFFILIATED THIRD PARTIES TO SUCH
AGREEMENTS WITH THE TERMS AND CONDITIONS