Common use of Powers and Duties of General Partner Clause in Contracts

Powers and Duties of General Partner. (a) Subject to the provisions of Section 6.2(h)(i) with respect to the Special Representative, the General Partner shall have all rights and powers of a general partner under the Act, and shall have all authority, rights and powers in the management of the Partnership's investment activity to do any and all other acts and things necessary, proper, convenient or advisable to effectuate the purposes of this Agreement, including by way of illustration but not by way of limitation, the following: (i) to secure the necessary goods and services required in performing the General Partner's duties for the Partnership; (ii) to exercise all powers of the Partnership, on behalf of the Partnership, in connection with enforcing the Partnership's rights under the Affiliate Investment Instruments and the Partnership Guarantee; (iii) to issue Partnership Preferred Securities and to admit Limited Partners in connection therewith in accordance with this Agreement; (iv) to act as registrar and transfer agent for the Partnership Preferred Securities or designate an entity to act as registrar and transfer agent; (v) to establish a record date with respect to all actions to be taken hereunder that require a record date be established, including with respect to Distributions and voting rights and to make determinations as to the payment of Distributions, and make or cause to be made all other required payments to Holders of the Partnership Preferred Securities and to the General Partner; (vi) to open, maintain and close bank accounts and to draw checks and other orders for the payment of money; (vii) to bring or defend, pay, collect, compromise, arbitrate, resort to legal action, or otherwise adjust claims or demands of or against the Partnership; (viii) to deposit, withdraw, invest, pay, retain and distribute the Partnership's funds in a manner consistent with the provisions of this Agreement; (ix) to take all action that may be necessary or appropriate for the preservation and the continuation of the Partnership's valid existence, rights, franchises and privileges as a limited partnership under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Limited Partners or to enable the Partnership to invest in the Affiliate Investment Instruments and Eligible Debt Securities; (x) to take all action not inconsistent with applicable law, the Certificate or this Agreement, that the General Partner or, upon appointment pursuant to Section 6.2(h)(i), the Special Representative determines in its sole discretion to be necessary or desirable to ensure, as long as such action does not adversely affect the interests of the Partnership Preferred Security Holders, or cause (i) the Partnership to be deemed to be an "investment company" required to be registered under the 1940 Act, (ii) any Initial Debenture (or any subsequent Affiliate Investment Instrument that is intended to be classified as debt) to not be treated as indebtedness for United States federal income tax purposes, or (iii) the Partnership to be treated as an association, or as a publicly traded partnership, taxable as a corporation; (xi) to cause the Partnership to enter into and perform the Purchase Agreement and the Partnership Preferred Securities Purchase Agreement and to purchase Eligible Debt Securities and Affiliate Investment Instruments, as the case may be, without any further act, vote or approval of any Partner; and (xii) to execute and deliver any and all documents or instruments, perform all duties and powers and do all things for and on behalf of the Partnership in all matters necessary or desirable or incidental to the foregoing. (b) For so long as any Partnership Preferred Securities remain outstanding, the General Partner covenants and agrees (i) subject to Section 12.1(b) hereof, to remain the sole general partner of the Partnership and to maintain directly 100% ownership of the General Partner's interest in the Partnership, which interest will at all times represent at least 1% of the total capital of the Partnership, (ii) to cause the Partnership to remain a limited partnership and not to voluntarily dissolve, liquidate, wind-up or be terminated, except as permitted by the Limited Partnership Agreement and (iii) to use its commercially reasonable efforts to ensure that the Partnership will not be (A) an "investment company" for purposes of the 1940 Act or (B) an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes.

Powers and Duties of General Partner. (a) Subject to the provisions of Section 6.2(h)(i) with respect to the Special RepresentativeExcept as otherwise specifically provided herein, the General Partner shall have all rights and powers of a general partner under the Act, Act and shall have all authority, rights and powers in the management of the Partnership's investment activity Partnership business to do any and all other acts and things necessary, proper, convenient or advisable to effectuate the purposes of this Agreement, including by way of illustration but not by way of limitation, the following: (ia) to secure the necessary goods and services required in performing the General Partner's duties for the Partnership; (iib) to exercise all powers of the Partnership, on behalf of the Partnership, in connection with enforcing the Partnership's rights under the Affiliate Investment Instruments and the Partnership Guaranteeany series of Debentures; (iiic) to cause the Partnership to issue Partnership particular series of Preferred Securities Securities, to execute and deliver Preferred Certificates and to admit Limited Partners in connection therewith in accordance with this Agreement; (ivd) to act as registrar and transfer agent Transfer Agent for the Partnership Preferred Securities or designate an entity a Person to act as registrar and transfer agentTransfer Agent; (ve) to establish a record date with respect to all actions to be taken hereunder that require a record date be established, including with respect to Distributions Dividends and voting rights rights, and to make determinations as to the payment of DistributionsDividends, and make or cause to be made all other required payments to Holders of the Partnership Preferred Securities and to the General Partner; (vif) to open, maintain and close bank accounts and to draw checks and other orders for the payment of money; (viig) to bring or defend, pay, collect, compromise, arbitrate, resort to legal action, or otherwise adjust claims or demands of or against the Partnership; (viiih) to deposit, withdraw, invest, pay, retain and distribute the Partnership's funds in a manner consistent with the provisions of this Agreement; (ixi) to take all action that may be necessary or appropriate for the preservation and the continuation of the Partnership's valid existence, rights, franchises and privileges as a limited partnership under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Limited Partners or to enable the Partnership to invest conduct the business in the Affiliate Investment Instruments and Eligible Debt Securitieswhich it is engaged; (x) to take all action not inconsistent with applicable law, the Certificate or this Agreement, that the General Partner or, upon appointment pursuant to Section 6.2(h)(i), the Special Representative determines in its sole discretion to be necessary or desirable to ensure, as long as such action does not adversely affect the interests of the Partnership Preferred Security Holders, or cause (i) the Partnership to be deemed to be an "investment company" required to be registered under the 1940 Act, (ii) any Initial Debenture (or any subsequent Affiliate Investment Instrument that is intended to be classified as debt) to not be treated as indebtedness for United States federal income tax purposes, or (iii) the Partnership to be treated as an association, or as a publicly traded partnership, taxable as a corporation; (xij) to cause the Partnership to enter into and perform perform, on behalf of the Purchase Agreement Partnership, an underwriting or other agreement in connection with the issuance and sale of a particular series of Preferred Securities and to cause the Partnership Preferred Securities Purchase Agreement and to purchase Eligible Debt Securities and Affiliate Investment Instruments, as the case may be, related series of Debentures without any further act, vote or approval of any Partner; (k) to cause the Partnership to redeem or purchase Preferred Securities of any series for cancellation, subject to any limitation on such redemption or purchase set forth in the Action providing for the issuance of such series of Preferred Securities; and (xiil) to execute and deliver any and all documents or instruments, perform all duties and powers and do all things for and on behalf of the Partnership in all matters necessary or desirable or incidental to the foregoing. (b) For so long as any Partnership Preferred Securities remain outstanding, the General Partner covenants and agrees (i) subject to Section 12.1(b) hereof, to remain the sole general partner of the Partnership and to maintain directly 100% ownership of the General Partner's interest in the Partnership, which interest will at all times represent at least 1% of the total capital of the Partnership, (ii) to cause the Partnership to remain a limited partnership and not to voluntarily dissolve, liquidate, wind-up or be terminated, except as permitted by the Limited Partnership Agreement and (iii) to use its commercially reasonable efforts to ensure that the Partnership will not be (A) an "investment company" for purposes of the 1940 Act or (B) an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes.

Powers and Duties of General Partner. (a) Subject to the provisions of Section 6.2(h)(i) with respect to the Special RepresentativeExcept as otherwise specifically provided herein, the General Partner shall have all rights and powers of a general partner partners under the Act, and shall have all authority, rights and powers in the management of the Partnership's investment activity Partnership business to do any and all other acts and things necessary, proper, convenient or advisable to effectuate the purposes of this Agreement, including by way of illustration but not by way of limitation, the following: (ia) to secure prepare and complete any applications, maps, utility easements and other documents, and liaison with governmental agencies and public service corporations, as necessary, to proceed with and complete the necessary development of property held by the Partnership and to comply with all applicable laws, ordinances, and regulations; (b) to enter into, execute, acknowledge or deliver contracts, orders, subdivision plans, bonds to governmental units to insure undertakings of the Partnership, or other undertakings for the construction of property held by the Partnership, and related facilities, and other improvements and for surveying, architectural, engineering, legal and other professional services; (c) to manage and maintain property held by the Partnership and administration of leases relating thereto; (d) to direct and supervise any construction activities; (e) to acquire, hold, sell, transfer, exchange, pledge, dispose of and otherwise deal with all or any part of the Partnership assets, and incident thereto, to liquidate Partnership assets at any time during the term of the Partnership and to reinvest the proceeds thereof and to administer purchasing, contracting, and accounting, including approval for payment of any proper invoices received for goods delivered and services required in performing rendered to the Partnership with respect to the Partnership’s business activities; (f) to maintain such insurance coverage as it may deem necessary; (g) to do such other acts as the General Partner's duties Partner may deem necessary or advisable, or as may be incidental to or necessary for the conduct of the business of the Partnership, including, without limitation, to enter into, make and perform restrictive agreements, including waivers and approvals thereunder, instruments conveying rights-of-way for public or private use, or other easements, leases, options, and any contracts or agreements calling for the same, and escrow agreements, instruments, and deposits; (h) to consult with legal counsel, independent public accountants and other experts selected by the General Partner on behalf of the Partnership; (iii) to exercise all powers establish such reserves from Partnership funds as the General Partner, in its sole discretion, may deem necessary or advisable for Partnership operations and for the payment of Partnership obligations; (j) to make unsecured loans or to become a surety, guarantor, endorser or accommodation endorser for any other firm or person in the name of the Partnership, on behalf of the Partnership, in connection with enforcing the Partnership's rights under the Affiliate Investment Instruments and the Partnership Guarantee; (iii) to issue Partnership Preferred Securities and to admit Limited Partners in connection therewith in accordance with this Agreement; (iv) to act as registrar and transfer agent for the Partnership Preferred Securities or designate an entity to act as registrar and transfer agent; (v) to establish a record date with respect to all actions to be taken hereunder that require a record date be established, including with respect to Distributions and voting rights and to make determinations as to the payment of Distributions, and make or cause to be made all other required payments to Holders of the Partnership Preferred Securities and to the General Partner; (vik) to open, maintain and close bank accounts and to draw checks and or other orders for the payment of money; (vii) money and to bring or defendnegotiate, payenter into, collect, compromise, arbitrate, resort to legal action, or otherwise adjust claims or demands and execute on behalf of or against the Partnership nonrecourse mortgage indebtedness secured solely by the real property of the Partnership; (viii1) to deposit, withdraw, invest, pay, employ or retain and distribute dismiss accountants, consultants, attorneys, and such other agents and employees for the Partnership's funds in a manner consistent with the provisions of this Agreement; (ix) to take all action that Partnership as it may be deem necessary or appropriate for the preservation advisable, and the continuation of the Partnership's valid existence, rights, franchises and privileges as a limited partnership under the laws of the State of Delaware and of each other jurisdiction in which authorize any such existence is necessary agent or employee to protect the limited liability of the Limited Partners or to enable the Partnership to invest in the Affiliate Investment Instruments and Eligible Debt Securities; (x) to take all action not inconsistent with applicable law, the Certificate or this Agreement, that the General Partner or, upon appointment pursuant to Section 6.2(h)(i), the Special Representative determines in its sole discretion to be necessary or desirable to ensure, as long as such action does not adversely affect the interests of the Partnership Preferred Security Holders, or cause (i) the Partnership to be deemed to be an "investment company" required to be registered under the 1940 Act, (ii) any Initial Debenture (or any subsequent Affiliate Investment Instrument that is intended to be classified as debt) to not be treated as indebtedness for United States federal income tax purposes, or (iii) the Partnership to be treated as an association, or as a publicly traded partnership, taxable as a corporation; (xi) to cause the Partnership to enter into and perform the Purchase Agreement and the Partnership Preferred Securities Purchase Agreement and to purchase Eligible Debt Securities and Affiliate Investment Instruments, as the case may be, without any further act, vote or approval of any Partner; and (xii) to execute and deliver any and all documents or instruments, perform all duties and powers and do all things act for and on behalf of the Partnership in all matters necessary or desirable or incidental to the foregoing. (b) For so long as any Partnership Preferred Securities remain outstanding, the General Partner covenants and agrees (i) subject to Section 12.1(b) hereof, to remain the sole general partner of the Partnership and to maintain directly 100% ownership of the General Partner's interest in the Partnership, which interest will at all times represent at least 1% of the total capital of the Partnership, (ii) to cause the Partnership to remain a limited partnership and not to voluntarily dissolve, liquidate, wind-up or be terminated, except as permitted by the Limited Partnership Agreement and (iii) to use its commercially reasonable efforts to ensure that the Partnership will not be (A) an "investment company" for purposes of the 1940 Act or (B) an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes.;

Powers and Duties of General Partner. (a) Subject Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership are and shall be exclusively vested in the General Partner, and no Limited Partner shall have any right to participate in or exercise control or management power over the business and affairs of the Partnership. The General Partner may not be removed by the Limited Partners with or without cause. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or which are granted to the General Partner under any other provisions of Section 6.2(h)(i) with respect to the Special Representativethis Agreement, the General Partner shall have full power and authority to do all rights and things deemed necessary or desired by it to conduct the business of the Partnership, to exercise all powers of a general partner under the ActPartnership as set forth in Section 3.2 hereof and to effectuate the purposes set forth in Section 3.1 hereof, including without limitation: (1) to acquire, directly or indirectly, interests in real estate that is growing or is suitable for growing timber, and shall have any and all authoritykinds of interests therein, rights and powers in the management any and all related property; to manage and protect any of the Partnership's investment activity assets, interests therein or parts thereof; to improve any such real estate consistent with the purposes of the Partnership; to participate in the ownership of property; to dedicate a portion of a property for public use; to convey, to mortgage, pledge or otherwise encumber said property, or any part thereof; to lease said property or any part thereof from time to time, upon any terms and for any period of time, and to renew or extend leases, to amend, change or modify the terms and provisions of any leases and to grant options to lease and options to renew leases and options to purchase; to partition or to exchange said real property, or any part thereof, for other real property; to grant easements or charges of any kind; to release, convey or assign any right, title or interest in or about or easement appurtenant to said property or any part thereof; to insure any Person having an interest in or responsibility for the care or management of such property; (2) to employ, engage or contract with or dismiss from employment or engagement Persons to the extent deemed necessary by the General Partner for the operation and management of the Partnership business, including but not limited to, contractors, subcontractors, engineers, foresters, surveyors, consultants, accountants, attorneys, real estate brokers and others; (3) to enter into contracts on behalf of the Partnership and to cause all expenses related thereto to be paid; (4) to borrow and lend money and make and obtain loans and advances to or from any Person for Partnership purposes; to contract liabilities and obligations of every kind and nature with or without security; and to repay, discharge, settle, adjust, compromise, or liquidate any such loan, advance, obligation or liability; (5) to grant security interests, mortgage, assign, pledge, hypothecate, deposit, deliver, enter into sale and leaseback arrangements or otherwise give as security or for sale or other disposition any and all Partnership property, tangible or intangible, including, but not limited to, personal property and real estate and interests; to sign, execute and deliver any and all assignments, deeds, bills of sale and instruments in writing; to enter into, make, execute, deliver and receive agreements, undertakings and instruments of every kind and nature; and generally to do any and all other acts and things necessary, proper, convenient or advisable incidental to effectuate any of the purposes of this Agreement, including by way of illustration but not by way of limitation, the following: (i) to secure the necessary goods and services required in performing the General Partner's duties for the Partnershipforegoing; (ii6) to, acquire and enter into any contract of insurance (including, without limitation, general partner liability and partnership reimbursement insurance policies) which the General Partner may deem necessary or appropriate; (7) to exercise conduct any and all powers of the Partnership, banking transactions on behalf of the Partnership; to draw, in connection with enforcing the Partnership's rights under the Affiliate Investment Instruments sign, execute, accept, endorse, guarantee, deliver, receive and the Partnership Guarantee; (iii) to issue Partnership Preferred Securities pay any checks, drafts, bills of exchange, acceptances, notes, obligations, undertakings and to admit Limited Partners in connection therewith in accordance with this Agreement; (iv) to act as registrar and transfer agent other instruments for the Partnership Preferred Securities or designate an entity to act as registrar and transfer agent; (v) to establish a record date with respect to all actions to be taken hereunder that require a record date be established, including with respect to Distributions and voting rights and to make determinations as relating to the payment of Distributionsmoney in, into, or from any account in the Partnership's name; to make deposits and withdraw the same and to negotiate or discount commercial paper and acceptances; (8) to demand, sue ▇▇▇, receive, and make otherwise take steps to collect all debts, rents, proceeds, interests, dividends, goods, 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 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; (9) to acquire interests in and contribute property to any limited or general partnerships, joint ventures, subsidiaries or other entities as the General Partner deems desirable; (10) to maintain the Partnership's books and records; and (11) to prepare and deliver, or cause to be made prepared and delivered by the Accountants, all financial and other required payments to Holders of the Partnership Preferred Securities and reports with respect to the General Partner; (vi) to open, maintain and close bank accounts and to draw checks and other orders for the payment of money; (vii) to bring or defend, pay, collect, compromise, arbitrate, resort to legal action, or otherwise adjust claims or demands of or against the Partnership; (viii) to deposit, withdraw, invest, pay, retain and distribute the Partnership's funds in a manner consistent with the provisions of this Agreement; (ix) to take all action that may be necessary or appropriate for the preservation and the continuation operations of the Partnership's valid existence, rights, franchises and privileges as a limited partnership under the laws preparation and filing of the State of Delaware all tax returns and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Limited Partners or to enable the Partnership to invest in the Affiliate Investment Instruments and Eligible Debt Securities; (x) to take all action not inconsistent with applicable law, the Certificate or this Agreement, that the General Partner or, upon appointment pursuant to Section 6.2(h)(i), the Special Representative determines in its sole discretion to be necessary or desirable to ensure, as long as such action does not adversely affect the interests of the Partnership Preferred Security Holders, or cause (i) the Partnership to be deemed to be an "investment company" required to be registered under the 1940 Act, (ii) any Initial Debenture (or any subsequent Affiliate Investment Instrument that is intended to be classified as debt) to not be treated as indebtedness for United States federal income tax purposes, or (iii) the Partnership to be treated as an association, or as a publicly traded partnership, taxable as a corporation; (xi) to cause the Partnership to enter into and perform the Purchase Agreement and the Partnership Preferred Securities Purchase Agreement and to purchase Eligible Debt Securities and Affiliate Investment Instruments, as the case may be, without any further act, vote or approval of any Partner; and (xii) to execute and deliver any and all documents or instruments, perform all duties and powers and do all things for and on behalf of the Partnership in all matters necessary or desirable or incidental to the foregoingreports. (b) For so long Except as any Partnership Preferred Securities remain outstandingotherwise provided herein, to the extent the duties of the General Partner require expenditures of funds to be paid to third parties, the General Partner covenants shall not have any obligations hereunder except to the extent that Partnership funds are reasonably available to it for the performance of such duties, and agrees (i) subject nothing herein contained shall be deemed to Section 12.1(b) hereof, to remain the sole general partner of the Partnership and to maintain directly 100% ownership of require the General Partner's interest , in the Partnershipits capacity as such, which interest will at all times represent at least 1% of the total capital to expend its individual funds for payment to third parties or to undertake any specific liability on behalf of the Partnership, . (iic) Notwithstanding the powers granted to cause the Partnership in Section 3.2 and to remain a limited partnership and not to voluntarily dissolvethe General Partner in Section 7.1(a), liquidate, wind-up or be terminated, except as permitted by the Limited Partnership Agreement and (iii) to use its commercially reasonable efforts to ensure that neither the Partnership nor the General Partner will not undertake, or refrain from taking, any action that would be (A) an "investment company" for purposes contrary to the terms and conditions of the 1940 Act or (B) an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposesFinancing Documents.

Powers and Duties of General Partner. (a) Subject to the provisions of Section 6.2(h)(i) with respect to the Special Representative, the General Partner shall have all rights and powers of a general partner under the Act, and shall have all authority, rights and powers in the management of the Partnership's investment activity to do any and all other acts and things necessary, proper, convenient or advisable to effectuate the purposes of this Agreement, including by way of illustration but not by way of limitation, the following: (i) to secure the necessary goods and services required in performing the General Partner's duties for the Partnership; (ii) to exercise all powers of the Partnership, on behalf of the Partnership, in connection with enforcing the Partnership's rights under the Affiliate Investment Instruments and the Partnership Guarantee; (iii) to issue Partnership Preferred Securities and to admit Limited Partners in connection therewith in accordance with this Agreement; (iv) to act as registrar and transfer agent for the Partnership Preferred Securities or designate an entity to act as registrar and transfer agent; (v) to establish a record date with respect to all actions to be taken hereunder that require a record date be established, including with respect to Distributions and voting rights and to make determinations as to the payment of Distributions, and make or cause to be made all other required payments to Holders of the Partnership Preferred Securities and to the General Partner; (vi) to open, maintain and close bank accounts and to draw checks and other orders for the payment of money; (vii) to bring or defend, pay, collect, compromise, arbitrate, resort to legal action, or otherwise adjust claims or demands of or against the Partnership; (viii) to deposit, withdraw, invest, pay, retain and distribute the Partnership's funds in a manner consistent with the provisions of this Agreement; (ix) to take all action that may be necessary or appropriate for the preservation and the continuation of the Partnership's valid existence, rights, franchises and privileges as a limited partnership under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Limited Partners or to enable the Partnership to invest in the Affiliate Investment Instruments and Eligible Debt Securities; (x) to take all action not inconsistent with applicable law, the Certificate or this Agreement, that the General Partner or, upon appointment pursuant to Section 6.2(h)(i), the Special Representative determines in its sole discretion to be necessary or desirable to ensure, as long as such action does not adversely affect the interests of the Partnership Preferred Security Holders, or cause (i) the Partnership to be deemed to be an "investment company" required to be registered under the 1940 Act, (ii) any Initial Debenture (or any subsequent Affiliate Investment Instrument that is intended to be classified as debt) to not be treated as indebtedness for United States federal income tax purposes, or (iii) the Partnership to be treated as an association, or as a publicly traded partnership, taxable as a corporation; (xi) to cause the Partnership to enter into and perform the Purchase Agreement and the Partnership Preferred Securities Purchase Agreement and to purchase Eligible Debt Securities and Affiliate Investment Instruments, as the case may be, without any further act, vote or approval of any Partner; and (xii) to execute and deliver any and all documents or instruments, perform all duties and powers and do all things for and on behalf of the Partnership in all matters necessary or desirable or incidental to the foregoing. (b) For so long as any Partnership Preferred Securities remain outstanding, the General Partner covenants and agrees (i) subject to Section 12.1(b) hereof, to remain the sole general partner of the Partnership and to maintain directly 100% ownership of the General Partner's interest in the Partnership, which interest will at all times represent at least 1% of the total capital of the Partnership, (ii) to cause the Partnership to remain a limited partnership and not to voluntarily dissolve, liquidate, wind-up or be terminated, except as permitted by the Limited Partnership Agreement and (iii) to use its commercially reasonable efforts to ensure that the Partnership will not be (A) an "investment company" for purposes of the 1940 Act or (B) an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes.

Powers and Duties of General Partner. (a) Subject to the provisions of Section 6.2(h)(i) with respect to the Special Representative, the General Partner shall have all rights and powers of a general partner under the Act, and shall have all authority, rights and powers in the management of the Partnership's investment activity to do any and all other acts and things necessary, proper, convenient or advisable to effectuate the purposes of this Agreement, including by way of illustration but not by way of limitation, the following: (i) to secure the necessary goods and services required in performing the General Partner's duties for the Partnership; (ii) to exercise all powers of the Partnership, on behalf of the Partnership, in connection with enforcing the Partnership's rights under the Affiliate Investment Instruments and the Partnership Guarantee; (iii) to issue Partnership Preferred Securities and to admit Limited Partners in connection therewith in accordance with this Agreement; (iv) to act as registrar and transfer agent for the Partnership Preferred Securities or designate an entity to act as registrar and transfer agent; (v) to establish a record date with respect to all actions to be taken hereunder that require a record date be established, including with respect to Distributions and voting rights and to make determinations as to the payment of Distributions, and make or cause to be made all other required payments to Holders of the Partnership Preferred Securities and to the General Partner; (vi) to open, maintain and close bank accounts and to draw checks and other orders for the payment of money; (vii) to bring or defend, pay, collect, compromise, arbitrate, resort to legal action, or otherwise adjust claims or demands of or against the Partnership; (viii) to deposit, withdraw, invest, pay, retain and distribute the Partnership's funds in a manner consistent with the provisions of this Agreement; (ix) to take all action that may be necessary or appropriate for the preservation and the continuation of the Partnership's valid existence, rights, franchises and privileges as a limited partnership under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Limited Partners or to enable the Partnership to invest in the Affiliate Investment Instruments and Eligible Debt Securities; (x) to take all action not inconsistent with applicable law, the Certificate or this Agreement, that the General Partner or, upon appointment pursuant to Section 6.2(h)(i), the Special Representative determines in its sole discretion to be necessary or desirable to ensure, as long as such action does not adversely affect the interests of the Partnership Preferred Security Holders, or cause (i) the Partnership Part- nership to be deemed to be an "investment company" required to be registered under the 1940 Act, (ii) any Initial Debenture (or any subsequent Affiliate Investment Instrument that is intended to be classified as debt) to not be treated as indebtedness for United States federal income tax purposes, or (iii) the Partnership to be treated as an association, or as a publicly traded partnership, taxable as a corporation; (xi) to cause the Partnership to enter into and perform the Purchase Agreement and the Partnership Preferred Securities Purchase Agreement and to purchase Eligible Debt Securities and Affiliate Investment Instruments, as the case may be, without any further act, vote or approval of any Partner; and (xii) to execute and deliver any and all documents or instruments, perform all duties and powers and do all things for and on behalf of the Partnership in all matters necessary or desirable or incidental to the foregoing. (b) For so long as any Partnership Preferred Securities remain outstanding, the General Partner covenants and agrees (i) subject to Section 12.1(b) hereof, to remain the sole general partner of the Partnership and to maintain directly 100% ownership of the General Partner's interest in the Partnership, which interest will at all times represent at least 1% of the total capital of the Partnership, (ii) to cause the Partnership to remain a limited partnership and not to voluntarily dissolve, liquidate, wind-up or be terminated, except as permitted by the Limited Partnership Agreement and (iii) to use its commercially reasonable efforts to ensure that the Partnership will not be (A) an "investment company" for purposes of the 1940 Act or (B) an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes.

Powers and Duties of General Partner. (a) Subject to the provisions of Section 6.2(h)(i) with respect to the Special RepresentativeExcept as otherwise specifically provided herein, the General Partner shall have all rights and powers of a general partner partners under the Act, and shall have all authority, rights and powers in the management of the Partnership's investment activity Partnership business to do any and all other acts and things necessary, proper, convenient or advisable to effectuate the purposes of this Agreement, including by way of illustration but not by way of limitation, the following: (ia) to secure prepare and complete any applications, maps, utility easements and other documents, and liaison with governmental agencies and public service corporations, as necessary, to proceed with and complete the necessary development of property held by the Partnership and to comply with all applicable laws, ordinances, and regulations; (b) to enter into, execute, acknowledge or deliver contracts, orders, subdivision plans, bonds to governmental units to insure undertakings of the Partnership, or other undertakings for the construction of property held by the Partnership, and related facilities, and other improvements and for surveying, architectural, engineering, legal and other professional services; (c) to manage and maintain property held by the Partnership and administration of leases relating thereto; (d) to direct and supervise any construction activities; (e) to acquire, hold, sell, transfer, exchange, pledge, dispose of and otherwise deal with all or any part of the Partnership assets, and incident thereto, to liquidate Partnership assets at any time during the term of the Partnership and to reinvest the proceeds thereof and to administer purchasing, contracting, and accounting, including approval for payment of any proper invoices received for goods delivered and services required in performing rendered to the Partnership with respect to the Partnership’s business activities; (f) to maintain such insurance coverage as it may deem necessary; (g) to do such other acts as the General Partner's duties Partner may deem necessary or advisable, or as may be incidental to or necessary for the conduct of the business of the Partnership, including, without limitation, to enter into, make and perform restrictive agreements, including waivers and approvals thereunder, instruments conveying rights-of-way for public or private use, or other easements, leases, options, and any contracts or agreements calling for the same, and escrow agreements, instruments, and deposits; (h) to consult with legal counsel, independent public accountants and other experts selected by the General Partner on behalf of the Partnership; (iii) to exercise all powers establish such reserves from Partnership funds as the General Partner, in its sole discretion, may deem necessary or advisable for Partnership operations and for the payment of Partnership obligations; (j) to make unsecured loans or to become a surety, guarantor, endorser or accommodation endorser for any other firm or person in the name of the Partnership, on behalf of the Partnership, in connection with enforcing the Partnership's rights under the Affiliate Investment Instruments and the Partnership Guarantee; (iii) to issue Partnership Preferred Securities and to admit Limited Partners in connection therewith in accordance with this Agreement; (iv) to act as registrar and transfer agent for the Partnership Preferred Securities or designate an entity to act as registrar and transfer agent; (v) to establish a record date with respect to all actions to be taken hereunder that require a record date be established, including with respect to Distributions and voting rights and to make determinations as to the payment of Distributions, and make or cause to be made all other required payments to Holders of the Partnership Preferred Securities and to the General Partner; (vik) to open, maintain and close bank accounts and to draw checks and or other orders for the payment of money; (vii) money and to bring or defendnegotiate, payenter into, collect, compromise, arbitrate, resort to legal action, or otherwise adjust claims or demands and execute on behalf of or against the Partnership nonrecourse mortgage indebtedness secured solely by the real property of the Partnership; (viiil) to deposit, withdraw, invest, pay, employ or retain and distribute dismiss accountants, consultants, attorneys, and such other agents and employees for the Partnership as it may deem necessary or advisable, and authorize any such agent or employee to act for and on behalf of the Partnership's funds in a manner consistent with the provisions of this Agreement; (ixm) to take all action that which may be necessary or appropriate for the preservation and the continuation of the Partnership's ’s valid existence, rights, franchises and privileges existence as a limited partnership under the laws of the State of Delaware California and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Limited Partners or to enable the Partnership to invest conduct the business in the Affiliate Investment Instruments and Eligible Debt Securitieswhich it is engaged; (xn) to take all action not inconsistent with applicable law, borrow money in the Certificate or this Agreement, that the General Partner or, upon appointment pursuant to Section 6.2(h)(i), the Special Representative determines in its sole discretion to be necessary or desirable to ensure, as long as such action does not adversely affect the interests name of the Partnership Preferred Security Holders, or cause (i) utilize collateral owned by the Partnership to be deemed to be an "investment company" required to be registered under the 1940 Act, (ii) any Initial Debenture (or any subsequent Affiliate Investment Instrument that is intended to be classified as debt) to not be treated as indebtedness for United States federal income tax purposes, or (iii) the Partnership to be treated as an association, or as a publicly traded partnership, taxable as a corporationsecurity; (xio) to prepare or cause to be prepared all Partnership tax returns and to make routine tax elections, including but not limited to those allowed under Code Section 754; (p) to purchase, acquire, hold, sell, or dispose of interests in entities that may engage in any activities in which the Partnership to enter into and perform the Purchase Agreement and the Partnership Preferred Securities Purchase Agreement and to purchase Eligible Debt Securities and Affiliate Investment Instruments, as the case may be, without any further act, vote or approval of any Partnerengage; and (xiiq) to execute and deliver any and all agreements, instruments or other documents or instruments, perform all duties and powers and do all things for and on behalf of the Partnership in all matters as are necessary or desirable or incidental to carry out the foregoing. (b) For so long as any Partnership Preferred Securities remain outstanding, the General Partner covenants intentions and agrees (i) subject to Section 12.1(b) hereof, to remain the sole general partner of the Partnership and to maintain directly 100% ownership of the General Partner's interest in the Partnership, which interest will at all times represent at least 1% of the total capital of the Partnership, (ii) to cause the Partnership to remain a limited partnership and not to voluntarily dissolve, liquidate, wind-up or be terminated, except as permitted by the Limited Partnership Agreement and (iii) to use its commercially reasonable efforts to ensure that the Partnership will not be (A) an "investment company" for purposes of the 1940 Act or (B) an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposesabove duties and powers.

Powers and Duties of General Partner. (a) Subject to the provisions of Section 6.2(h)(i) with respect to the Special Spe- cial Representative, the General Partner shall have all rights and powers of a general partner under the Act, and shall have all authority, rights and powers in the management of the Partnership's investment activity to do any and all other acts and things necessary, proper, convenient or advisable to effectuate the purposes of this Agreement, including by way of illustration but not by way of limitation, the following: (i) to secure the necessary goods and services required in performing the General Partner's duties for the Partnership; (ii) to exercise all powers of the Partnership, on behalf of the Partnership, in connection with enforcing the Partnership's rights under the Affiliate Investment Instruments and the Partnership Partner ship Guarantee; (iii) to issue Partnership Preferred Securities and to admit Limited Partners in connection therewith in accordance with this Agreement; (iv) to act as registrar and transfer agent for the Partnership Partner ship Preferred Securities or designate an entity to act as registrar regis trar and transfer agent; (v) to establish a record date with respect to all actions to be taken hereunder that require a record date be established, including with respect to Distributions and voting rights and to make determinations as to the payment of Distributions, and make or cause to be made all other required payments to Holders of the Partnership Preferred Securities and to the General Partner; (vi) to open, maintain and close bank accounts and to draw checks and other orders for the payment of money; (vii) to bring or defend, pay, collect, compromise, arbitratearbi trate, resort to legal action, or otherwise adjust claims or ▇▇▇▇▇▇ ▇▇ demands of or against the Partnership; (viii) to deposit, withdraw, invest, pay, retain and distribute dis tribute the Partnership's funds in a manner consistent with the provisions of this Agreement; (ix) to take all action that may be necessary or appropriate appropri ate for the preservation and the continuation of the Partnership's valid existence, rights, franchises and privileges as a limited partnership under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Limited Partners or to enable the Partnership to invest in the Affiliate Investment Instruments and Eligible Debt Securities; (x) to take all action not inconsistent with applicable law, the Certificate or this Agreement, that the General Partner or, upon appointment pursuant to Section 6.2(h)(i), the Special Representative determines in its sole discretion to be necessary or desirable to ensure, as long as such action does not adversely affect the interests of the Partnership Preferred Security Holders, or cause (i) the Partnership to be deemed to be an "investment company" required to be registered under the 1940 Act, (ii) any Initial Debenture (or any subsequent Affiliate Investment Instrument Instru ment that is intended to be classified as debt) to not be treated as indebtedness for United States federal income tax purposes, or (iii) the Partnership to be treated as an association, or as a publicly traded partnership, taxable as a corporation; (xi) to cause the Partnership to enter into and perform the Purchase Agreement and the Partnership Preferred Securities Purchase Pur chase Agreement and to purchase Eligible Debt Securities and Affiliate Affil iate Investment Instruments, as the case may be, without any further fur ther act, vote or approval of any Partner; and (xii) to execute and deliver any and all documents or instruments, perform all duties and powers and do all things for and on behalf of the Partnership in all matters necessary or desirable or incidental to the foregoing. (b) For so long as any Partnership Preferred Securities remain outstanding, the General Partner covenants and agrees (i) subject to Section 12.1(b) hereof, to remain the sole general partner of the Partnership and to maintain directly 100% ownership of the General Partner's interest in the Partnership, which interest will at all times represent at least 1% of the total capital of the Partnership, (ii) to cause the Partnership to remain a limited partnership and not to voluntarily dissolve, liquidate, wind-up or be terminated, except as permitted by the Limited Partnership Agreement and (iii) to use its commercially reasonable efforts to ensure that the Partnership will not be (A) an "investment company" for purposes of the 1940 Act or (B) an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes.

Powers and Duties of General Partner. (a) Subject to the ------------------------------------ provisions of Section 6.2(h)(i) with respect to the Special Representative, the General Partner shall have all rights and powers of a general partner under the Act, and shall have all authority, rights and powers in the management of the Partnership's investment activity to do any and all other acts and things necessary, proper, convenient or advisable to effectuate the purposes of this Agreement, including by way of illustration but not by way of limitation, the following: (ia) to secure the necessary goods and services required in performing the General Partner's duties for the Partnership; (iib) to exercise all powers of the Partnership, on behalf of the Partnership, in connection with enforcing the Partnership's rights under the Affiliate Investment Instruments and the Partnership Guarantee; (iiic) to issue Partnership Preferred Securities and to admit Limited Partners in connection therewith in accordance with this Agreement; (ivd) to act as registrar and transfer agent for the Partnership Preferred Securities or designate an entity to act as registrar and transfer agent; (ve) to establish a record date with respect to all actions to be taken hereunder that require a record date to be established, including with respect to Distributions and voting rights and to make determinations as to the payment of Distributions, and make or cause to be made all other required payments to Holders of the Partnership Preferred Securities and to the General Partner; (vif) to open, maintain and close bank accounts and to draw checks and other orders for the payment of money; (viig) to bring or defend, pay, collect, compromise, arbitrate, resort to legal action, or otherwise adjust claims or demands of or against the Partnership; (viiih) to deposit, withdraw, invest, pay, retain and distribute the Partnership's funds in a manner consistent with the provisions of this Agreement; (ixi) to take all action that may be necessary or appropriate for the preservation and the continuation of the Partnership's valid existence, rights, franchises and privileges as a limited partnership under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Limited Partners or to enable the Partnership to invest in the Affiliate Investment Instruments and Eligible Debt Securities; (xj) to take all action not inconsistent with applicable law, the Certificate or this Agreement, that the General Partner or, upon appointment pursuant to Section 6.2(h)(i), the Special Representative Representative, determines in its sole discretion to be necessary or desirable to ensuredesirable, as long as such action does not materially adversely affect the interests of the Partnership Preferred Security Holders, to ensure or cause (i) the Partnership not to be deemed to be an "investment company" required to be registered under the 1940 Act, (ii) any Initial Debenture Debentures (or any subsequent Affiliate Investment Instrument that is intended to be classified as debt) to not be treated as indebtedness for United States federal income tax purposes, or (iii) the Partnership not to be treated as an association, association or as a publicly traded partnership, partnership taxable as a corporation; (xik) to cause the Partnership to enter into and perform the Purchase Agreement and the Partnership Preferred Securities Purchase Agreement and to purchase Eligible Debt Securities and Affiliate Investment Instruments, as the case may be, without any further act, vote or approval of any Partner; and (xiil) to execute and deliver any and all documents or instruments, perform all duties and powers and do all things for and on behalf of the Partnership in all matters necessary or desirable or incidental to the foregoing. (b) For so long as any Partnership Preferred Securities remain outstanding, the General Partner covenants and agrees (i) subject to Section 12.1(b) hereof, to remain the sole general partner of the Partnership and to maintain directly 100% ownership of the General Partner's interest in the Partnership, which interest will at all times represent at least 1% of the total capital of the Partnership, (ii) to cause the Partnership to remain a limited partnership and not to voluntarily dissolve, liquidate, wind-up or be terminated, except as permitted by the Limited Partnership Agreement and (iii) to use its commercially reasonable efforts to ensure that the Partnership will not be (A) an "investment company" for purposes of the 1940 Act or (B) an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes.

Powers and Duties of General Partner. (a) Subject to the provisions of Section 6.2(h)(i) with respect to the Special Representative, the General Partner shall have all rights and powers of a general partner under the Act, and shall have all authority, rights and powers in the management of the Partnership's investment activity to do any and all other acts and things necessary, proper, convenient or advisable to effectuate the purposes of this Agreement, including by way of illustration but not by way of limitation, the following: (i) to secure the necessary goods and services required in performing the General Partner's duties for the Partnership; (ii) to exercise all powers of the Partnership, on behalf of the Partnership, in connection with enforcing the Partnership's rights under the Affiliate Investment Instruments Instruments, Investment Guarantees and the Partnership Guarantee; (iii) to issue Preferred Partnership Preferred Securities and to admit Limited Partners in connection therewith in accordance with this Agreement; (iv) to act as registrar and transfer agent for the Preferred Partnership Preferred Securities or designate an entity to act as registrar and transfer agent; (v) to establish a record date with respect to all actions to be taken hereunder that require a record date be established, including with respect to Distributions and voting rights and to make determinations as to the payment of Distributions, and make or cause to be made all other required payments to Holders of the Preferred Partnership Preferred Securities and to the General Partner; (vi) to open, maintain and close bank accounts and to draw checks and other orders for the payment of money; (vii) to bring or defend, pay, collect, compromise, arbitrate, resort to legal action, or otherwise adjust claims or demands of or against the Partnership; (viii) to deposit, withdraw, invest, pay, retain and distribute the Partnership's funds in a manner consistent with the provisions of this Agreement; (ix) to take all action that may be necessary or appropriate for the preservation and the continuation of the Partnership's valid existence, rights, franchises and privileges as a limited partnership under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Limited Partners or to enable the Partnership to invest in the Affiliate Investment Instruments and Eligible Debt Securities; (x) to take all action not inconsistent with applicable law, the Certificate or this Agreement, that the General Partner or, upon appointment pursuant to Section 6.2(h)(i), the Special Representative determines in its sole discretion to be necessary or desirable to ensure, as long as such action does not materially adversely affect the interests of the Preferred Partnership Preferred Security Holders, or cause (i) the Partnership to be deemed to be an "investment company" required to be registered under the 1940 Act, (ii) any Initial Debenture (or any subsequent Affiliate Investment Instrument that is intended to be classified as debtInstrument) to not be treated as indebtedness for United States federal or United Kingdom corporate income tax purposes, or (iii) the Partnership to be treated as an association, or as a publicly traded partnership, taxable as a corporationcorporation for United States federal income tax purpose[ or to be treated as a company for United Kingdom corporate income tax purposes]; (xi) to cause the Partnership to enter into and perform the Purchase Underwriting Agreement and the Preferred Partnership Preferred Securities Purchase Agreement and to purchase Eligible Debt Securities and Affiliate Investment Instruments, as the case may be, without any further act, vote or approval of any Partner; and (xii) to execute and deliver any and all documents or instruments, perform all duties and powers and do all things for and on behalf of the Partnership in all matters necessary or desirable or incidental to the foregoing. (b) For so long as any Preferred Partnership Preferred Securities remain outstanding, the General Partner covenants and agrees (i) subject to Section 12.1(b) hereof, to remain the sole general partner of the Partnership and to maintain directly 100% ownership of the General Partner's interest in the Partnership, which interest will at all times represent at least 1% of the total capital of the Partnership, (ii) to cause the Partnership to remain a limited partnership and not to voluntarily dissolve, liquidate, wind-up or be terminated, except as permitted by the Limited Partnership Agreement and (iii) to use its commercially reasonable efforts to ensure that the Partnership will not be (A) an "investment company" for purposes of the 1940 Act or (B) an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes or[ as a company for United Kingdom corporate income tax purposes].

Powers and Duties of General Partner. (a) Subject to the provisions of Section 6.2(h)(i) with respect to the Special Representative, the General Partner shall have all rights and powers of a general partner under the Act, and shall have all authority, rights and powers in the management of the Partnership's investment activity to do any and all other acts and things necessary, proper, convenient or advisable to effectuate the purposes of this Agreement, including by way of illustration but not by way of limitation, the following: (ia) to secure the necessary goods and services required in performing the General Partner's duties for the Partnership; (iib) to exercise all powers of the Partnership, on behalf of the Partnership, in connection with enforcing the Partnership's rights under the Affiliate Investment Instruments and the Partnership Guarantee; (iiic) to issue Partnership Preferred Securities and to admit Limited Partners in connection therewith in accordance with this Agreement; (ivd) to act as registrar and transfer agent for the Partnership Preferred Securities or designate an entity to act as registrar and transfer agent; (ve) to establish a record date with respect to all actions to be taken hereunder that require a record date to be established, including with respect to Distributions and voting rights and to make determinations as to the payment of Distributions, and make or cause to be made all other required payments to Holders of the Partnership Preferred Securities and to the General Partner; (vif) to open, maintain and close bank accounts and to draw checks and other orders for the payment of money; (viig) to bring or defend, pay, collect, compromise, arbitrate, resort to legal action, or otherwise adjust claims or demands of or against the Partnership; (viiih) to deposit, withdraw, invest, pay, retain and distribute the Partnership's funds in a manner consistent with the provisions of this Agreement; (ixi) to take all action that may be necessary or appropriate for the preservation and the continuation of the Partnership's valid existence, rights, franchises and privileges as a limited partnership under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Limited Partners or to enable the Partnership to invest in the Affiliate Investment Instruments and Eligible Debt Securities; (xj) to take all action not inconsistent with applicable law, the Certificate or this Agreement, that the General Partner or, upon appointment pursuant to Section 6.2(h)(i), the Special Representative Representative, determines in its sole discretion to be necessary or desirable to ensuredesirable, as long as such action does not materially adversely affect the interests of the Partnership Preferred Security Holders, to ensure or cause (i) the Partnership not to be deemed to be an "investment company" required to be registered under the 1940 Act, (ii) any Initial Debenture Debentures (or any subsequent Affiliate Investment Instrument that is intended to be classified as debt) to not be treated as indebtedness for United States federal income tax purposes, or (iii) the Partnership not to be treated as an association, association or as a publicly traded partnership, partnership taxable as a corporation; (xik) to cause the Partnership to enter into and perform the Purchase Agreement and the Partnership Preferred Securities Purchase Agreement and to purchase Eligible Debt Securities and Affiliate Investment Instruments, as the case may be, without any further act, vote or approval of any Partner; and (xiil) to execute and deliver any and all documents or instruments, perform all duties and powers and do all things for and on behalf of the Partnership in all matters necessary or desirable or incidental to the foregoing. (b) For so long as any Partnership Preferred Securities remain outstanding, the General Partner covenants and agrees (i) subject to Section 12.1(b) hereof, to remain the sole general partner of the Partnership and to maintain directly 100% ownership of the General Partner's interest in the Partnership, which interest will at all times represent at least 1% of the total capital of the Partnership, (ii) to cause the Partnership to remain a limited partnership and not to voluntarily dissolve, liquidate, wind-up or be terminated, except as permitted by the Limited Partnership Agreement and (iii) to use its commercially reasonable efforts to ensure that the Partnership will not be (A) an "investment company" for purposes of the 1940 Act or (B) an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes.