Common use of Authority of Partners Clause in Contracts

Authority of Partners. Subject to the limitations of this Agreement, and to the duties, obligations and limitations imposed upon the Partners at law, the Partners shall manage the day-to-day operations of the Partnership. The Partners shall have the authority to take any action which the Partners believe in good faith to be in furtherance of the Partnership business and purposes and to exercise all rights and powers generally conferred by law in connection therewith. No Person dealing with the Partnership shall be required to inquire into, or obtain any consents or other documentation as to the authority of the Partners to take any such action or to exercise any such rights or powers. Specifically: (a) The Partners shall have the right, power and authority on behalf of the Partnership: (1) To receive and hold all Partnership Property in the name of the Partnership; (2) To obtain and maintain such insurance as is deemed to be desirable and appropriate by the Partners; (3) To open, maintain, and close bank accounts, brokerage accounts and checking accounts in the name of the Partnership, to designate and change signatories on such accounts, and to draw checks and other orders for the payment of monies; (4) To engage accountants, attorneys and any and all other agents and assistants, both professional and non-professional, which may include the Partners, and to compensate them reasonably for services rendered; (5) To collect all sums due to the Partnership; (6) To prepare and file all tax returns of the Partnership and to make all elections for the Partnership thereunder; (7) To the extent that funds of the Partnership are available therefor, to pay as they become due all debts and obligations of the Partnership; (8) To vote and exercise all other rights available to the holder of any securities included in the Partnership Property; and (9) To take any and all other action, including legal action, that the Partners deem necessary, appropriate or advisable in furtherance of the Partnership's business and purposes. (b) The Partners shall have the sole authority to manage, deal with, negotiate and contract with respect to, and convey the Partnership Property on behalf of the Partnership.

Authority of Partners. Subject The General Partner shall have the power on behalf of and in the name of the Fund to carry out any and all of the limitations objects and purposes of this Agreementthe Fund set forth in Section 1.4, and to the dutiesperform all acts and enter into and perform all contracts and other undertakings which it may deem necessary or advisable or incidental thereto, obligations and limitations imposed upon the Partners at lawincluding, without limitation, the Partners shall manage the day-power to-day operations of the Partnership. The Partners shall have the authority to take any action which the Partners believe in good faith to be in furtherance of the Partnership business and purposes and to exercise all rights and powers generally conferred by law in connection therewith. No Person dealing with the Partnership shall be required to inquire into, or obtain any consents or other documentation as to the authority of the Partners to take any such action or to exercise any such rights or powers. Specifically: (a) The Partners open, maintain and close accounts, including margin and custodial accounts, with brokers, including brokers located outside the United States, which power shall have include the rightauthority to issue all instructions and authorizations to brokers regarding the Securities or money therein; to pay, power or authorize the payment and authority on behalf reimbursement of, brokerage commissions, which may be in excess of the Partnership: (1) To receive lowest rates available, to brokers who execute transactions for the Fund; provided, that the General Partner shall seek to obtain best execution of Fund portfolio trades as required by law and hold all Partnership Property shall not agree to pay a rate of commissions in excess of what is competitively available from comparable brokerage firms for comparable services, taking into account various factors, including commission rates, research provided by the name broker, the financial responsibility, and strength of the Partnershipbroker and ability of the broker to execute transactions efficiently; (2b) To obtain and maintain such insurance as is deemed to be desirable and appropriate by the Partners; (3) To open, maintain, and close bank accounts, brokerage accounts and checking accounts in the name of the Partnership, to designate and change signatories on such including custodial accounts, with banks, including banks located outside the United States, and to draw checks and or other orders for the payment of moniesmonies (including but not limited to withdrawals from Fund accounts for the payment of Management Fees, reimbursable expenses, Performance Allocations, capital withdrawals, and any other amounts owed to the General Partner or its affiliate under this Agreement by the Fund or a Limited Partner, provided that such withdrawals comply with all applicable laws and regulations); (4c) To engage accountantsexercise all rights of the Fund with respect to its interest in any person, attorneys including, without limitation, the voting of Securities, participation in arrangements with creditors, the institution and any settlement or compromise of suits and all administrative proceedings and other agents and assistants, both professional and non-professional, which may include the Partners, and to compensate them reasonably for services renderedlike or similar matters; (5d) To collect all sums due organize or appoint one or more corporations or other entities to hold record title, as nominee for the PartnershipFund, to Securities or funds of the Fund; (6e) To prepare and file all tax returns organize one or more subsidiary partnerships or other entities, including such entities organized or operating outside the United States, to be managed by a principal or affiliate of the Partnership and to General Partner, through which the Fund may make all elections for the Partnership thereunderinvestments; (7f) To provide research and analysis, and direct the extent that funds formulation of investment policies and strategies for the Partnership are available therefor, to pay as they become due all debts and obligations of the PartnershipFund; (8) To vote and exercise g) authorize any manager, member, partner, employee or other agent of the General Partner or of the Fund to act on behalf of the Fund in all other rights available matters incidental to the holder of any securities included in the Partnership Propertyforegoing; and (9h) To take any and all other action, including legal action, that leverage the Partners deem necessary, appropriate or advisable in furtherance capital of the Partnership's business and purposesFund on such terms as the General Partner may deem appropriate in its sole discretion. (b) The Partners shall have the sole authority to manage, deal with, negotiate and contract with respect to, and convey the Partnership Property on behalf of the Partnership.

Authority of Partners. Subject The General Partner shall have the power on behalf and in the name of the Partnership to carry out any and all of the limitations objects and purposes of this Agreementthe Partnership set forth in Sec. 1.04, and to the dutiesperform all acts and enter into and perform all contracts and other undertakings which he may deem necessary or advisable or incidental thereto, obligations and limitations imposed upon the Partners at lawincluding, without limitation, the Partners shall manage the day-power to-day operations of the Partnership. The Partners shall have the authority to take any action which the Partners believe in good faith to be in furtherance of the Partnership business and purposes and to exercise all rights and powers generally conferred by law in connection therewith. No Person dealing with the Partnership shall be required to inquire into, or obtain any consents or other documentation as to the authority of the Partners to take any such action or to exercise any such rights or powers. Specifically: (a) The Partners open, maintain and close accounts, including margin and custodial accounts, with brokers, including brokers located outside the United States and/or affiliated with the General Partner, which power shall have include the rightauthority to issue all instructions and authorizations to brokers regarding the Securities and/or money therein; to pay, power and authority on behalf or authorize the payment of, commissions that may be in excess of the Partnership: (1) To receive and hold all Partnership Property in lowest rates available that are paid to futures commission merchants who execute transactions for the name account of the PartnershipPartnership and who supply research products or services; (2b) To obtain and maintain such insurance as is deemed to be desirable and appropriate by the Partners; (3) To open, maintainmaintain and close accounts, including custodial accounts, with banks, including banks located outside the United States, and close bank accounts, brokerage accounts and checking accounts in the name of the Partnership, to designate and change signatories on such accounts, and to draw checks and or other orders for the payment of monies; (4c) To engage accountantslend Securities of the Partnership, attorneys and any and all other agents and assistants, both professional and non-professional, which may include the Partners, and to compensate them reasonably for services rendered; (5) To collect all sums due on terms customary to the Partnership; (6) To prepare and file all tax returns securities industry, lend, either with or without security, any funds or other properties of the Partnership and to make all elections for borrow or raise funds and secure the Partnership thereunder; (7) To the extent that funds payment of obligations of the Partnership are available therefor, to pay as they become due by pledges or hypothecation of all debts and obligations or any part of the property of the Partnership; (8) To vote and exercise all other rights available to the holder of any securities included in the Partnership Property; and (9d) To take do any and all other action, including legal action, that the Partners deem necessary, appropriate or advisable in furtherance of the Partnership's business and purposes. (b) The Partners shall have the sole authority to manage, deal with, negotiate and contract with respect to, and convey the Partnership Property acts on behalf of the Partnership, and exercise all rights of the Partnership, with respect to its interest in any person, including, without limitation, the voting of Securities, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and other like or similar matters; (e) organize one or more corporations or other entities formed to hold record title, as nominee for the Partnership, to Securities or funds of the Partnership; (f) combine purchase or sale orders on behalf of the Partnership with orders for other accounts to whom the General Partner or any of its affiliates provides investment services ("Other Accounts") and allocate the securities or other assets so purchased or sold, on an average price basis, among such accounts; (g) enter into arrangements with brokers to open "average price" accounts wherein orders placed during a trading day are placed on behalf of the Partnership and Other Accounts and are allocated among such accounts using an average price; (h) retain Tricadia CDO Management, LLC ("Tricadia CDO Management"), or other persons, firms or entities selected by the General Partner, to provide certain management and administrative services to the Partnership (Mariner Investment Group, or any such other person, firm or entity providing such services from time to time is herein called the "Investment Manager") and to cause the Partnership to compensate the Investment Manager for such services; provided, however, that the management, control and conduct of the activities of the Partnership shall remain the responsibility of the General Partner; (i) to invest the assets of the Partnership in CDOs or other structured products, which are structured, managed, advised and/or issued by the General Partner and/or Investment Manager. (j) provide research and analysis and direct the formulation of investment policies and strategies for the Partnership; (k) invest in other pooled investment vehicles and with managers who are either affiliated or unaffiliated with the General Partner, which investments shall be subject in each case to the terms and conditions of the respective governing document for such vehicle or the respective investment advisory agreement entered into with such manager; and (l) authorize any partner, employee or other agent of the General Partner or agent or employee of the Partnership to act for and on behalf of the Partnership in all matters incidental to the foregoing.

Authority of Partners. Subject The General Partner shall have the power on behalf of and in the name of the Fund to carry out any and all of the limitations objects and purposes of this Agreementthe Fund set forth in Section 2.2.1, and to the dutiesperform all acts and enter into and perform all contracts and other undertakings which it may deem necessary or advisable or incidental thereto, obligations and limitations imposed upon the Partners at lawincluding, without limitation, the Partners shall manage the day-power to-day operations of the Partnership. The Partners shall have the authority to take any action which the Partners believe in good faith to be in furtherance of the Partnership business and purposes and to exercise all rights and powers generally conferred by law in connection therewith. No Person dealing with the Partnership shall be required to inquire into, or obtain any consents or other documentation as to the authority of the Partners to take any such action or to exercise any such rights or powers. Specifically: (a) The Partners open, maintain and close accounts, including margin and custodial accounts, with brokers, including brokers located outside the United States, which power shall have include the rightauthority to issue all instructions and authorizations to brokers regarding the Securities or money therein; to pay, power or authorize the payment and authority on behalf reimbursement of, brokerage commissions, which may be in excess of the Partnership: (1) To receive lowest rates available, to brokers who execute transactions for the Fund; provided, that the General Partner shall seek to obtain best execution of Fund portfolio trades as required by law and hold all Partnership Property shall not agree to pay a rate of commissions in excess of what is competitively available from comparable brokerage firms for comparable services, taking into account various factors, including commission rates, research provided by the name broker, the financial responsibility, and strength of the Partnershipbroker and ability of the broker to execute transactions efficiently; (2b) To obtain and maintain such insurance as is deemed to be desirable and appropriate by the Partners; (3) To open, maintain, and close bank accounts, brokerage accounts and checking accounts in the name of the Partnership, to designate and change signatories on such including custodial accounts, with banks, including banks located outside the United States, and to draw checks and or other orders for the payment of moniesmonies (including but not limited to withdrawals from Fund accounts for the payment of Management Fees, reimbursable expenses, Performance Allocations, capital withdrawals, and any other amounts owed to the General Partner or its affiliate under this Agreement by the Fund or a Limited Partner, provided that such withdrawals comply with all applicable laws and regulations); (4c) To engage accountantsexercise all rights of the Fund with respect to its interest in any person, attorneys including, without limitation, the voting of Securities, participation in arrangements with creditors, the institution and any settlement or compromise of suits and all administrative proceedings and other agents and assistants, both professional and non-professional, which may include the Partners, and to compensate them reasonably for services renderedlike or similar matters; (5d) To collect all sums due organize or appoint one or more corporations or other entities to hold record title, as nominee for the PartnershipFund, to Securities or funds of the Fund; (6e) To prepare and file all tax returns organize one or more subsidiary partnerships or other entities, including such entities organized or operating outside the United States, to be managed by a principal or affiliate of the Partnership and to General Partner, through which the Fund may make all elections for the Partnership thereunderinvestments; (7f) To provide research and analysis, and direct the extent that funds formulation of investment policies and strategies for the Partnership are available therefor, to pay as they become due all debts and obligations of the PartnershipFund; (8) To vote and exercise g) authorize any manager, member, partner, employee or other agent of the General Partner or of the Fund to act on behalf of the Fund in all other rights available matters incidental to the holder of any securities included in the Partnership Propertyforegoing; and (9h) To take any and all other action, including legal action, that leverage the Partners deem necessary, appropriate or advisable in furtherance capital of the Partnership's business and purposesFund on such terms as the General Partner may deem appropriate in its sole discretion. (b) The Partners shall have the sole authority to manage, deal with, negotiate and contract with respect to, and convey the Partnership Property on behalf of the Partnership.