Common use of Authority of the General Partner Clause in Contracts

Authority of the General Partner. The General ---------------------------------------------- Partner shall have the power on behalf and in the name of the Partnership to carry out any and all of the objects and purposes of the Partnership set forth in Section 1.04, and to perform all acts and enter into and perform all contracts and other under- takings which it may deem necessary or advisable or incidental thereto, including, without limitation, the power to: (a) open, maintain and close accounts, including margin and custodial accounts, with brokers, which power shall include the authority to issue all instructions and authorizations to brokers regarding the Securities and/or money therein, and to pay, or authorize the payment and reimbursement of, brokerage commissions; (b) open, maintain and close accounts, including custodial accounts, with banks, including banks located outside the United States, and draw checks or other orders for the payment of monies; (c) lend, either with or without security, any Securities, funds or other properties of the Partnership and borrow or raise funds and secure the payment of obligations of the Partner- ship by pledges or hypothecation of all or any part of the property of the Partnership; (d) do any and all acts on behalf of the Partnership, and exer- cise 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) 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 Account") and allocate the securities or other assets so purchased or sold, on an average price basis, among such accounts; (f) 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; (g) retain other persons, firms or entities selected by the General Partner to provide certain management and adminis- trative services to the Partnership and to cause the Part- nership to compensate such other persons 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; (h) authorize any partner, director, officer, employee or other agent of the General Partner or agent or employee of the Partnership to act for and on behalf of the Partnership; (i) do any and all acts on behalf of the Partnership, and exer- cise all rights of the Partnership, with respect to its interest in any person, firm, corporation or other entity including, without limitation, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and other like or similar matters; and (j) do such other acts as the General Partner may deem necessary or advisable in connection with the maintenance and adminis- tration of the Partnership in all matters incidental to the foregoing.

Authority of the General Partner. The General ---------------------------------------------- Partner shall have the power on behalf and in the name of the Partnership to carry out any and all of the objects and purposes of the Partnership set forth in Section 1.04, and to perform all acts and enter into and perform all contracts and other under- takings undertakings which it may deem necessary or advisable or incidental thereto, including, without limitation, the power to: (a) open, maintain and close accounts, including margin and custodial accounts, with brokers, which power shall include the authority to issue all instructions and authorizations to brokers regarding the Securities and/or money therein, and to pay, or authorize the payment and reimbursement of, brokerage commissions; (b) open, maintain and close accounts, including custodial accounts, with banks, including banks located outside the United States, and draw checks or other orders for the payment of monies; (c) lend, either with or without security, any Securities, funds or other properties of the Partnership and borrow or raise funds and secure the payment of obligations of the Partner- ship by pledges or hypothecation of all or any part of the property of the Partnership; (d) do any and all acts on behalf of the Partnership, and exer- cise 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) 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 Account") and allocate the securities or other assets so purchased or sold, on an average price basis, among such accounts; (f) 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; (g) retain other persons, firms or entities selected by the General Partner to provide certain management and adminis- trative services to the Partnership and to cause the Part- nership to compensate such other persons 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; (h) authorize any partner, director, officer, employee or other agent of the General Partner or agent or employee of the Partnership to act for and on behalf of the Partnership; (i) do any and all acts on behalf of the Partnership, and exer- cise all rights of the Partnership, with respect to its interest in any person, firm, corporation or other entity including, without limitation, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and other like or similar matters; and (j) do such other acts as the General Partner may deem necessary or advisable in connection with the maintenance and adminis- tration of the Partnership in all matters incidental to the foregoing.

Authority of the General Partner. The General ---------------------------------------------- Partner shall have the power on behalf and in the name of the Partnership to carry out any and all of the objects and purposes of the Partnership set forth in Section Sec. 1.04, and to perform all acts and enter into and perform all contracts and other under- takings which undertakings that it may deem necessary or advisable or incidental thereto, including, without limitation, including the power to: (a) open, maintain and close accounts, including margin and custodial accounts, with brokers, including brokers located outside the United States or affiliated with the General Partner, which power shall include the authority to issue all instructions and authorizations to brokers regarding the Securities and/or or money therein, and ; to pay, or authorize the payment and reimbursement of, brokerage commissionscommissions that may be in excess of the lowest rates available that are paid to futures commission merchants who execute transactions for the account of the Partnership and who supply research products or services; (b) open, maintain and close accounts, including custodial accounts, with banks, including banks located outside the United States, and draw checks or other orders for the payment of monies; (c) lend Securities of the Partnership, on terms customary to the securities industry, lend, either with or without security, any Securities, funds or other properties of the Partnership and borrow or raise funds and secure the payment of obligations of the Partner- ship Partnership by pledges or hypothecation of all or any part of the property of the Partnership; (d) do any and all acts on behalf of the Partnership, and exer- cise exercise all rights of the Partnership, with respect to its interest in any personPerson, 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 which the General Partner or any of its Affiliates affiliates provides investment services ("“Other Account"Accounts”) and allocate the securities Securities or other assets so purchased or sold, on an average price basisbasis or by any other method of fair allocation, among such accounts; (fg) 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; (gh) retain Tricadia CDO Management, LLC or other persons, firms or entities Persons selected by the General Partner in its sole discretion, to provide certain management and adminis- trative administrative services to the Partnership (Tricadia CDO Management, LLC, or any such other Person providing such services from time to time is herein called the “Investment Manager”) and to cause the Part- nership Partnership to compensate such other persons 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; (hi) authorize any partner, director, officer, employee to invest the assets of the Partnership in CDOs or other agent of structured products that are structured, managed or advised by the General Partner or agent Investment Manager or employee any Related Party; (j) provide research and analysis and direct the formulation of the Partnership to act investment policies and strategies for and on behalf of the Partnership; (ik) 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; (l) cause the Partnership to engage in agency, agency cross and principal transactions with affiliates to the extent permitted by applicable securities laws; provided, however, that, to the extent required by applicable law, in no event shall the Partnership engage in a principal transaction except pursuant to Sec. 2.10; (m) do any and all acts on behalf of the Partnership as it may deem necessary or advisable in connection with the maintenance and administration of the Partnership, and exer- cise exercise all rights of the Partnership, with respect to its interest in any personPerson, firm, corporation or other entity 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; and (jn) do such authorize any partner, employee or other acts as agent of the General Partner may deem necessary or advisable in connection with agent or employee of the maintenance Partnership to act for and adminis- tration on behalf of the Partnership in all matters incidental to the foregoing.

Authority of the General Partner. The General ---------------------------------------------- Partner shall have the power on behalf of and in the name of the Partnership to carry out any and all of the objects and purposes of the Partnership set forth in Section 1.041.06, and to perform all acts and enter into and perform all contracts and other under- takings which undertakings it may deem necessary or advisable or incidental thereto, including, without limitation, the power to: (a) open, maintain provide research and close accounts, including margin analysis and custodial accounts, with brokers, which power shall include direct the authority to issue all instructions formulation of investment policies and authorizations to brokers regarding strategies for the Securities and/or money therein, and to pay, or authorize the payment and reimbursement of, brokerage commissionsPartnership; (b) openacquire a long position or a short position with respect to any Security and make purchases or sales increasing, maintain and close accountsdecreasing or liquidating such position or changing from a long position to a short position or from a short position to a long position, including custodial accounts, with banks, including banks located outside without any limitation as to the United States, and draw checks frequency of the fluctuation in such positions or other orders for as to the payment frequency of moniesthe changes in the nature of such positions; (c) purchase Securities and hold them for investment; (d) enter into contracts for or in connection with investments in Securities; (e) lend, either with or without security, any Securities, funds or other properties of the Partnership and Partnership, including by entering into reverse repurchase agreements, and, from time to time, without limit as to the amount, borrow or raise funds funds, including by entering into repurchase agreements, and secure the payment of obligations of the Partner- ship Partnership by pledges mortgage upon, or pledge or hypothecation of of, all or any part of the property of the Partnership; (df) do any open, maintain and close accounts, including margin and custodial accounts, with brokers and dealers, including brokers and dealers affiliated with the General Partner, which power shall include the authority to issue all acts on behalf instructions and authorizations to brokers and dealers regarding the Securities and/or money therein; to pay, or authorize the payment and reimbursement of, brokerage commissions or prices that may be in excess of the Partnership, and exer- cise all rights of lowest rates available to brokers or dealers who execute transactions for 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) 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 Account") and allocate the securities or other assets so purchased or sold, on an average price basis, among such accounts; (f) enter into arrangements with brokers to open "average price" accounts wherein orders placed during a trading day are placed on behalf account of the Partnership and Other Accounts and are allocated among such accounts using an average price; who (gi) retain other personssupply, firms or entities selected by pay for (or rebate a portion of the General Partner to provide certain management and adminis- trative services Partnership's brokerage commissions to the Partnership and to cause for payment of) the Part- nership to compensate such other persons for such services; providedcost of, howeverbrokerage, research or execution products or services utilized by the Partnership or Other Accounts (as defined in Section 2.02(h)) (provided that the managementPartnership seeks best execution, control taking into account various factors, including commission rates and conduct prices, reliability, financial responsibility, strength of the activities broker and ability of the Partnership shall remain broker to efficiently execute transactions, the responsibility broker's or dealer's facilities and the broker's provision or payment of the General Partner; (hcosts of brokerage or research products or services) authorize any partner, director, officer, employee or other agent of the General Partner or agent or employee of the Partnership to act for and on behalf of the Partnership; (i) do any and all acts on behalf of the Partnership, and exer- cise all rights of the Partnership, with respect to its interest in any person, firm, corporation or other entity including, without limitation, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and other like or similar matters; and (j) do such other acts as the General Partner may deem necessary or advisable in connection with the maintenance and adminis- tration of the Partnership in all matters incidental to the foregoing.and/or

Authority of the General Partner. The In addition to the rights and authority given to the General ---------------------------------------------- Partner elsewhere in this Agreement, but subject to the limitations set forth in Sections 6.3 and elsewhere in this Agreement, the General Partner shall have the right, power and authority from time to time to make such decisions and take such actions for and on behalf and in the name of the Partnership Partnership, or delegate the same to carry out any and all the appropriate employees of the objects and purposes Partnership, as the General Partner deems necessary or appropriate to operate the Business and, not in limitation of the Partnership foregoing, to make the following decisions and take the following actions for and on behalf of the Partnership, all subject to any limitations set forth in Section 1.04, and to perform all acts and enter into and perform all contracts and other under- takings which it may deem necessary this Agreement or advisable or incidental thereto, including, without limitation, in the power toAct: (a) openSelection and decisions relating to the Partnership’s legal, maintain accounting and close accounts, including margin and custodial accounts, with brokers, which power shall include the authority to issue all instructions and authorizations to brokers regarding the Securities and/or money therein, and to pay, or authorize the payment and reimbursement of, brokerage commissionsother professional advisors; (b) open, maintain Selection and close accounts, including custodial accounts, with banks, including banks located outside the United States, decisions relating to employees and draw checks or other orders for the payment of monies; (c) lend, either with or without security, any Securities, funds or other properties of the Partnership and borrow or raise funds and secure the payment of obligations of the Partner- ship by pledges or hypothecation of all or any part of the property independent contractors of the Partnership; (c) Acquisition of insurance coverages for the protection or benefit of the Partnership or the Property; (d) do any and all acts on behalf Temporary investment of funds of the Partnership, and exer- cise all rights Partnership in short term investments where there is appropriate safety 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 mattersprincipal; (e) 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 Account") Pay all bills, invoices and allocate the securities or other assets so purchased or sold, on an average price basis, among such accounts; (f) 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; (g) retain other persons, firms or entities selected expenses properly incurred by the General Partner to provide certain management and adminis- trative services to the Partnership and to cause the Part- nership to compensate such other persons 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; (h) authorize any partner, director, officer, employee or other agent of the General Partner or agent or employee of the Partnership to act for and on behalf of the Partnership; (if) do any Keep all books of account and other records required by the Partnership, keep vouchers, statements, receipts bills and invoices and all acts on behalf other records, covering all collections, disbursements and other data in connection with the Partnership; (g) Defend, compromise and settle those claims against the Partnership which individually do not exceed One Hundred Thousand Dollars ($100,000); (h) Prepare a budget and cash flow projections relating to the Partnership and distribute the same to the Partners as they are prepared, and advise the Partners, from time to time, of the status and progress of the operations of the Partnership, and exer- cise all rights of the Partnership, with respect to its interest in any person, firm, corporation or other entity including, without limitation, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and other like or similar matters; and (ji) do Perform such other acts as the General Partner may deem are set forth herein or as are reasonably necessary or advisable appropriate in connection with the maintenance day-to-day operation of the Partnership. (j) To: (1) bring or defend, pay, collect, compromise, arbitrate, resort to legal action or otherwise adjust claims or demands of or against the Partnership; (2) make or revoke any election available to the Partnership under any tax law; (3) enforce the Partnership’s rights and adminis- tration perform its obligations under all agreements to which the Partnership is a party; (4) carry out the decisions of the Partners made pursuant to this Agreement; (5) prepare, execute, and file any documents required to be filed with any government authority; and (6) expend Partnership funds necessary or appropriate to effect any of the foregoing; (k) Negotiation and execution of all documents and agreements, and the exercise of all rights and remedies, of the Partnership in all matters incidental connection with the foregoing. Notwithstanding anything to the foregoingcontrary in this Agreement, a Majority in Interest of the Partners shall have the right and power to veto and override in whole or in part and in any respect, any decision by the General Partner, including but not limited to decisions regarding the amount of reserves and the amount and timing of distributions.

Authority of the General Partner. The General ---------------------------------------------- Partner shall have the power on behalf of and in the name of the Partnership Partnership, and without notice to the Limited Partners, to carry out, or designate such other agents (some of which may be affiliates of the General Partner), including, without limitation, the Investment Manager, to carry out any and all of the objects and purposes of the Partnership set forth in Section 1.04, Sec. 1.4 and to perform all acts and enter into and perform all contracts and other under- takings which undertakings that it may deem necessary or advisable or incidental thereto, including, without limitation, the power to: (a) open, maintain and close accounts, including margin and custodial accounts, with brokers, which power shall include the authority to issue all instructions and authorizations to brokers regarding the Securities and/or money therein, and to pay, or authorize the payment and reimbursement of, brokerage commissions; (b) open, maintain and close accounts, including custodial accounts, with banksinstitutions, including banks institutions located within and/or outside the United States, and draw checks or other orders for the payment of monies; (c) lend, either with or without security, lend any Securities, funds or other properties of the Partnership and borrow or raise funds and secure the payment of obligations of the Partner- ship Partnership by pledges or hypothecation of all or any part of the property of the Partnership; (d) do any and all acts on behalf of the Partnership, and exer- cise exercise all rights of the Partnership, or delegate such functions as it sees fit, 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 affiliates provide investment services ("“Other Account"Accounts”) and allocate the securities Securities or other assets so purchased or sold, on an average price basis, among such accounts; (f) 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; (g) retain other persons, firms or entities selected by the General Partner to provide certain management and adminis- trative services to the Partnership and to cause the Part- nership to compensate such other persons 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; (h) authorize any partner, directormember, officer, employee or other agent of the General Partner or agent or employee of the Partnership to act for and on behalf of the PartnershipPartnership in all matters incidental to the foregoing; (ih) do any and all acts on behalf of the Partnershipengage attorneys, and exer- cise all rights of the Partnershipindependent accountants, with respect to its interest in any personconsultants, firm, corporation placement agents or other entity including, without limitation, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and other like or similar matters; and (j) do such other acts service providers as the General Partner may deem necessary or advisable advisable; (i) provide research and analysis and direct the formulation of investment policies and strategies for the Partnership; (j) enter into one or more side letters; (k) issue one or more separate classes of Partnership Interests based on terms and conditions that may differ from those attributable to other classes of Interests and take all steps necessary to accomplish the same without the consent of any Limited Partner including as set forth in connection Sec. 1.7; (l) appoint a person or persons (the “Independent Client Representative”) unaffiliated with the maintenance and adminis- tration General Partner, the Investment Manager or any of their affiliates (including one or more Limited Partners unaffiliated with any of the foregoing) to act as the agent of the Partnership to (i) give or withhold any consent of the Partnership required under applicable law to a transaction in all matters incidental which the General Partner or the Investment Manager causes the Partnership to purchase securities or other instruments from, or sell securities or other instruments to, the foregoingGeneral Partner, the Investment Manager or their affiliates or (ii) engage in any brokerage transaction in which any of the General Partner’s or the Investment Manager’s affiliates acts as broker for a party on the side of the transaction opposite that of the Partnership (i.e., agency cross transactions). If appointed, the Independent Client Representative may be paid by the Partnership and may be indemnified by the Partnership for claims arising out of activity in such capacity. The intent of this subparagraph is to provide a mechanism by which the Partnership, General Partner and Investment Manager can meet the requirements of Section 206 of the Investment Advisers Act of 1940, as amended, and the rules promulgated thereunder; (m) engage in transactions in which it and/or its affiliates causes the Partnership to purchase securities or other instruments from, or sell securities or other instruments to, other funds or managed accounts managed by the General Partner, the Investment Manager and/or its affiliates (“cross- trades”) for purposes of portfolio rebalancing or for other reasons as may arise from time to time without taking brokerage commissions or otherwise be compensated for effecting these cross-trades; and (n) delegate any of its responsibilities and/or duties to others pursuant to separate agreements, which agreements may provide for indemnifications and exculpations such other service providers as deemed appropriate by the General Partner.

Authority of the General Partner. 8.1 MANAGEMENT The General ---------------------------------------------- Partner shall have full responsibility for and charge of the overall management, conduct and operation of the Partnership in all respects. Without in any way limiting or impairing the generality of the foregoing, the General Partner shall have the full power on behalf and in authority to do the name of the Partnership to carry out any and all of the objects and purposes of the Partnership set forth in Section 1.04, and to perform all acts and enter into and perform all contracts and other under- takings which it may deem necessary or advisable or incidental thereto, including, without limitation, the power tofollowing: (a) open, maintain and close accounts, including margin and custodial accounts, with brokers, which power shall include Negotiate the authority to issue all instructions and authorizations to brokers regarding acquisition of the Securities and/or money therein, and to pay, or authorize assets of The Infinity Partners Ltd. (the payment and reimbursement of, brokerage commissions"Assets"); (b) open, maintain and close accounts, including custodial accounts, with banks, including banks located outside Manage the United States, and draw checks or other orders for the payment of moniesAssets; (c) lend, either with or without security, any Securities, funds or other properties of Administer the Partnership and borrow or raise funds and secure the payment of obligations of the Partner- ship by pledges or hypothecation of all or any part of the property overall operation of the Partnership; (d) do any and all acts on behalf of Act as the Partnership, and exer- cise all rights of tax matters partner for the Partnership, Partnership in accordance 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 mattersSection 8.2; (e) combine purchase Perform, or sale orders on behalf cause to be performed, the following services: (i) set up books of account, records and payment procedures, including individual accounts of the Partnership Partners; (ii) provide bookkeeping and other related services for the Partnership; (iii) collect, manage and disburse the Capital Contributions of the Partners for the purposes set forth in this Agreement; (iv) provide management, financial and business planning services to the Partnership; (v) collect receipts and make payments and expenditures in accordance with orders for other accounts the terms of this Agreement; and (vi) make periodic reports relating to whom operating results, valuations and Limited Partner account balances, as required by this Agreement; (g) Employ from time to time third parties to render services to the Partnership, including attorneys and accountants who may also represent the General Partner or any of its Affiliates provides investment services ("Other Account") and allocate the securities or other assets so purchased or sold, on an average price basis, among such accountsAffiliates; (fh) enter into arrangements with brokers Appoint and designate any Person as successor or substitute agent for service of process of the Partnership and file any amendment to open "average price" accounts wherein orders placed during the Certificate of Limited Partnership necessary or appropriate in connection therewith; (i) Take whatever steps are required by governmental authorities having jurisdiction over the Partnership or its Assets; (j) Possess and exercise all of the rights and powers provided by law to a trading day are placed general partner in a limited partnership, except to the extent that such rights might be limited or restricted by this Agreement; (k) Process Limited Partner admissions, withdrawals and redemptions; (l) Exercise, in its sole discretion, any voting, consent or similar rights relating to the Assets and execute and deliver on behalf of the Partnership and Other Accounts and are allocated among such accounts using an average price; (g) retain any proxies, powers of attorney, consents or other persons, firms or entities selected by the General Partner to provide certain management and adminis- trative services instruments relating to the Partnership and to cause the Part- nership to compensate such other persons for such services; provided, however, that the management, control and conduct exercise of the activities of the Partnership shall remain the responsibility of the General Partner; (h) authorize any partner, director, officer, employee or other agent of the General Partner or agent or employee of the Partnership to act for and on behalf of the Partnership; (i) do any and all acts on behalf of the Partnership, and exer- cise all rights of the Partnership, with respect to its interest in any person, firm, corporation or other entity including, without limitation, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and other like or similar mattersthose rights; and (jm) do such other acts as Do anything else that the General Partner may deem necessary or deems advisable in connection with to further the maintenance and adminis- tration purposes of the Partnership in all matters incidental to the foregoingand that is not prohibited by this Agreement or applicable law.