Common use of Authority of the Managing General Partner Clause in Contracts

Authority of the Managing General Partner. (a) The Managing General Partner (or its duly appointed agents, including, without limitation, the Management Company (as defined below)) shall oversee the administration of the Partnership, and shall have the power to: (i) communicate with the Partners, including furnishing reports as set forth in Article VII; (ii) maintain the principal books and records of the Partnership; (iii) cause the preparation of all necessary tax returns of the Partnership; (iv) conduct meetings of the Partners; (v) provide administrative, accounting and secretarial services to the Partnership; (vi) bring and defend actions before any governmental, administrative or other regulatory agency, body or commission, for and on behalf of the Partnership; and (vii) do all things and discharge all duties required of, or imposed on, a general partner by law, and do any other things and discharge any other duties required of or imposed on a general partner by law. (b) The Managing General Partner (or its duly appointed agents, including, without limitation, the Management Company) 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 1.05, and to perform all acts and enter into and perform all contracts and other undertakings that it may deem necessary or advisable or incidental thereto, including, without limitation, the power to: (i) provide research and analysis and direct the formulation of investment policies and strategies for the Partnership; (ii) acquire a long position or a short position with respect to any Security and make purchases or sales increasing, decreasing or liquidating such position or changing from a long position to a short position or from a short position to a long position, without any limitation as to the frequency of the fluctuation in such positions or as to the frequency of the changes in the nature of such positions; (iii) purchase Securities and hold them for investment, and initiate tender offers and proxy contests and other shareholder actions with respect to Securities, and take other actions to influence the management of issuers of Securities; (iv) enter into contracts for or in connection with investments in Securities; (v) invest in other pooled investment vehicles for cash management purposes, which investments shall be subject in each case to the terms and conditions of the respective governing document for such vehicle; (vi) possess, transfer, mortgage, pledge or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, Securities and other property and funds held or owned by the Partnership; (vii) lend, either with or without security, any Securities, funds or other properties of the Partnership, including by entering into reverse repurchase agreements, and, from time to time, without limit as to the amount, borrow or raise funds, including by entering into repurchase agreements, and secure the payment of obligations of the Partnership by mortgage upon, or pledge or hypothecation of, all or any part of the property of the Partnership; (viii) 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; to pay, or authorize the payment and reimbursement of, brokerage commissions that may be in excess of the lowest rates available that are paid to brokers who execute transactions for the account of the Partnership and who (i) supply, or pay for (or rebate a portion of the Partnership’s brokerage commissions to the Partnership for payment of) the cost of, brokerage, research or execution services utilized by the Partnership or the Other Accounts (as defined in (x) below) and/or (ii) pay for (or rebate a portion of the Partnership’s brokerage commissions for the payment of) obligations of the Partnership (as provided in Section 2.07 hereof) or the Partnership’s share of such obligations (such as computer facilities and the cost of an accounting software package), provided that the Partnership does not pay rates of commission in excess of what is competitively available from comparable brokerage firms for comparable services, taking into account various factors, including commission rates, reliability, financial responsibility, strength of the broker and ability of the broker to efficiently execute transactions, the broker’s facilities, and the broker’s provision or payment of the costs of research and other services or property that are of benefit to the Partnership, the Management Company (as defined in (xiv) below) and the Other Accounts; (ix) 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; (x) combine purchase or sale orders on behalf of the Partnership with orders for the General Partners, the Management Company or their respective Affiliates (as defined in Section 2.04) or other accounts to whom the General Partners or any of their 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; (xi) 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; (xii) organize one or more corporations or other entities to hold record title, as nominee for the Partnership (whether alone or together with the Other Accounts), to Securities or funds of the Partnership; (xiii) organize one or more direct or indirect subsidiary entities; (xiv) retain Trian Fund Management, L.P. (the “Management Company”) to provide certain management and administrative services to the Partnership; provided, however, management, control and conduct of the activities of the Partnership shall remain the responsibility of the Managing General Partner; (xv) retain any other persons, firms or entities selected by the Managing General Partner to provide certain management and administrative services to the Partnership and to cause the Partnership to compensate such other persons, firms or entities for such services; provided, however, management, control and conduct of the activities of the Partnership shall remain the responsibility of the Managing General Partner; (xvi) retain Xxxxxxx Xxxxx (Cayman) Trust, Limited or other persons, firms or entities selected by the Managing General Partner to provide certain administrative services to the Partnership (Xxxxxxx Sachs (Cayman) Trust, Limited or any such other persons, firm or entity providing such services from time to time is herein called the “Administrator”) and to cause the Partnership to compensate the Administrator for such services; provided, however, management, control and conduct of the activities of the Partnership shall remain the responsibility of the Managing General Partner; (xvii) maintain for the conduct of the Partnership’s affairs one or more offices and in connection therewith rent or acquire office space, and do such other acts as the Managing General Partner may deem necessary or advisable in connection with the maintenance and administration of the Partnership; (xviii) engage personnel, whether part-time or full-time, and attorneys, independent accountants or such other persons as the Managing General Partner may deem necessary or advisable; (xix) authorize any partner, employee or other agent of the General Partners or agent or employee of the Partnership to act for and on behalf of the Partnership in all matters incidental to the foregoing; (xx) 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 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; and (xxi) delegate such of its duties and functions as it may deem appropriate to the Administrative General Partner or any other persons.

Authority of the Managing General Partner. (a) The Managing General Partner (or its duly appointed agents, including, without limitation, the Management Company (as defined below)) shall oversee the administration of the Partnership, and shall have the power to: (i) communicate with the Partners, including furnishing reports as set forth in Article VII; (ii) maintain the principal books and records of the Partnership; (iii) cause the preparation of all necessary tax returns of the Partnership; (iv) conduct meetings of the Partners; (v) provide administrative, accounting and secretarial services to the Partnership; (vi) bring and defend actions before any governmental, administrative or other regulatory agency, body or commission, for and on behalf of the Partnership; and (vii) do all things and discharge all duties required of, or imposed on, a general partner by law, and do any other things and discharge any other duties required of or imposed on a general partner by law. (b) The Managing General Partner (or its duly appointed agents, including, without limitation, the Management Company) 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 1.05, and to perform all acts and enter into and perform all contracts and other undertakings that it may deem necessary or advisable or incidental thereto, including, without limitation, the power to: (i) provide research and analysis and direct the formulation of investment policies and strategies for the Partnership; (ii) acquire a long position or a short position with respect to any Security and make purchases or sales increasing, decreasing or liquidating such position or changing from a long position to a short position or from a short position to a long position, without any limitation as to the frequency of the fluctuation in such positions or as to the frequency of the changes in the nature of such positions; (iii) purchase Securities and hold them for investment, and initiate tender offers and proxy contests and other shareholder actions with respect to Securities, and take other actions to influence the management of issuers of Securities; (iv) enter into contracts for or in connection with investments in Securities; (v) invest in other pooled investment vehicles for cash management purposes, which investments shall be subject in each case to the terms and conditions of the respective governing document for such vehicle; (vi) possess, transfer, mortgage, pledge or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, Securities and other property and funds held or owned by the Partnership; (vii) lend, either with or without security, any Securities, funds or other properties of the Partnership, including by entering into reverse repurchase agreements, and, from time to time, without limit as to the amount, borrow or raise funds, including by entering into repurchase agreements, and secure the payment of obligations of the Partnership by mortgage upon, or pledge or hypothecation of, all or any part of the property of the Partnership; (viii) open, maintain and close accounts, including margin and custodial accounts, with brokers, including brokers affiliated with the General Partners, which power shall include the authority to issue all instructions and authorizations to brokers regarding the Securities and/or money therein; to pay, or authorize the payment and reimbursement of, brokerage commissions that may be in excess of the lowest rates available that are paid to brokers who execute transactions for the account of the Partnership and who (i) supply, or pay for (or rebate a portion of the Partnership’s 's brokerage commissions to the Partnership for payment of) the cost of, brokerage, research or execution services utilized by the Partnership or the Other Accounts (as defined in (xxi) below) and/or (ii) pay for (or rebate a portion of the Partnership’s 's brokerage commissions for the payment of) obligations of the Partnership (as provided in Section 2.07 2.08 hereof) or the Partnership’s 's share of such obligations (such as computer facilities and the cost of an accounting software package), provided PROVIDED that the Partnership does not pay rates of commission in excess of what is competitively available from comparable brokerage firms for comparable services, taking into account various factors, including commission rates, reliability, financial responsibility, strength of the broker and ability of the broker to efficiently execute transactions, the broker’s 's facilities, and the broker’s 's provision or payment of the costs of research and other services or property that are of benefit to the Partnership, the Management Company (as defined in (xiv) below) and the Other Accounts; (ix) 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; (x) combine purchase or sale orders on behalf of the Partnership with orders for the General Partners, the Management Company or their respective Affiliates (as defined in Section 2.04) or other accounts to whom the General Partners or any of their 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; (xi) 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; (xii) organize one or more corporations or other entities formed to hold record title, as nominee for the Partnership (whether alone or together with the Other Accounts), to Securities or funds of the Partnership; (xiii) organize one or more direct or indirect subsidiary entities; (xiv) retain Trian Fund Management, L.P. (the “"Management Company”") to provide certain management and administrative services to the PartnershipPartnership and to cause the Partnership to compensate the Management Company for such services; providedPROVIDED, howeverHOWEVER, management, control and conduct of the activities of the Partnership shall remain the responsibility of the Managing General Partner; (xv) retain any other persons, firms or entities selected by the Managing General Partner to provide certain management and administrative services to the Partnership and to cause the Partnership to compensate such other persons, firms or entities for such services; providedPROVIDED, howeverHOWEVER, management, control and conduct of the activities of the Partnership shall remain the responsibility of the Managing General Partner; (xvi) retain Xxxxxxx Xxxxx (Cayman) Trust, Limited or other persons, firms or entities selected by the Managing General Partner to provide certain management and administrative services to the Partnership (Xxxxxxx Sachs (Cayman) Trust, Limited or any such other persons, firm or entity providing such services from time to time is herein called the “"Administrator”") and to cause the Partnership to compensate the Administrator for such services; providedPROVIDED, howeverHOWEVER, management, control and conduct of the activities of the Partnership shall remain the responsibility of the Managing General Partner; (xvii) 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 Section 2.08; (xviii) maintain for the conduct of the Partnership’s 's affairs one or more offices and in connection therewith rent or acquire office space, and do such other acts as the Managing General Partner may deem necessary or advisable in connection with the maintenance and administration of the Partnership; (xviiixix) engage personnel, whether part-time or full-time, and attorneys, independent accountants or such other persons as the Managing General Partner may deem necessary or advisable; (xixxx) authorize any partner, employee or other agent of the General Partners or agent or employee of the Partnership to act for and on behalf of the Partnership in all matters incidental to the foregoing; (xxxxi) 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 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; and (xxixxii) delegate such of its duties and functions as it may deem appropriate to the Administrative General Partner or any other persons.

Authority of the Managing General Partner. (a) The Managing General Partner (or its duly appointed agents, including, without limitation, the Management Company (as defined below)) shall oversee the administration of the Partnership, and shall have the power to: (i) communicate with the Partners, including furnishing reports as set forth in Article VII; (ii) maintain the principal books and records of the Partnership; (iii) cause the preparation of all necessary tax returns of the Partnership; (iv) conduct meetings of the Partners; (v) provide administrative, accounting and secretarial services to the Partnership; (vi) bring and defend actions before any governmental, administrative or other regulatory agency, body or commission, for and on behalf of the Partnership; and (vii) do all things and discharge all duties required of, or imposed on, a general partner by law, and do any other things and discharge any other duties required of or imposed on a general partner by law. (b) The Managing General Partner (or its duly appointed agents, including, without limitation, the Management Company) 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 1.05, and to perform all acts and enter into and perform all contracts and other undertakings that it may deem necessary or advisable or incidental thereto, including, without limitation, the power to: (i) provide research and analysis and direct the formulation of investment policies and strategies for the Partnership; (ii) acquire a long position or a short position with respect to any Security and make purchases or sales increasing, decreasing or liquidating such position or changing from a long position to a short position or from a short position to a long position, without any limitation as to the frequency of the fluctuation in such positions or as to the frequency of the changes in the nature of such positions; (iii) purchase Securities and hold them for investment, and initiate tender offers and proxy contests and other shareholder actions with respect to Securities, and take other actions to influence the management of issuers of Securities; (iv) enter into contracts for or in connection with investments in Securities; (v) invest in other pooled investment vehicles for cash management purposes, which investments shall be subject in each case to the terms and conditions of the respective governing document for such vehicle; (vi) possess, transfer, mortgage, pledge or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, Securities and other property and funds held or owned by the Partnership; (vii) lend, either with or without security, any Securities, funds or other properties of the Partnership, including by entering into reverse repurchase agreements, and, from time to time, without limit as to the amount, borrow or raise funds, including by entering into repurchase agreements, and secure the payment of obligations of the Partnership by mortgage upon, or pledge or hypothecation of, all or any part of the property of the Partnership; (viii) open, maintain and close accounts, including margin and custodial accounts, with brokers, including brokers affiliated with the Managing General Partner, which power shall include the authority to issue all instructions and authorizations to brokers regarding the Securities and/or money therein; to pay, or authorize the payment and reimbursement of, brokerage commissions that may be in excess of the lowest rates available that are paid to brokers who execute transactions for the account of the Partnership and who (i) supply, or pay for (or rebate a portion of the Partnership’s brokerage commissions to the Partnership for payment of) the cost of, brokerage, research or execution services utilized by the Partnership or the Other Accounts (as defined in (x) below) and/or (ii) pay for (or rebate a portion of the Partnership’s brokerage commissions for the payment of) obligations of the Partnership (as provided in Section 2.07 hereof) or the Partnership’s share of such obligations (such as computer facilities and the cost of an accounting software package), provided that the Partnership does not pay rates of commission in excess of what is competitively available from comparable brokerage firms for comparable services, taking into account various factors, including commission rates, reliability, financial responsibility, strength of the broker and ability of the broker to efficiently execute transactions, the broker’s facilities, and the broker’s provision or payment of the costs of research and other services or property that are of benefit to the Partnership, the Management Company (as defined in (xiv) below) and the Other Accounts; (ix) 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; (x) combine purchase or sale orders on behalf of the Partnership with orders for the General Partners, the Management Company or their respective Affiliates (as defined in Section 2.04) or other accounts to whom the General Partners or any of their 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; (xi) 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; (xii) organize one or more corporations or other entities to hold record title, as nominee for the Partnership (whether alone or together with the Other Accounts), to Securities or funds of the Partnership; (xiii) organize one or more direct or indirect subsidiary entities; (xiv) retain Trian Fund Management, L.P. (the “Management Company”) to provide certain management and administrative services to the Partnership; provided, however, management, control and conduct of the activities of the Partnership shall remain the responsibility of the Managing General Partner; (xv) retain any other persons, firms or entities selected by the Managing General Partner to provide certain management and administrative services to the Partnership and to cause the Partnership to compensate such other persons, firms or entities for such services; provided, however, management, control and conduct of the activities of the Partnership shall remain the responsibility of the Managing General Partner; (xvi) retain Xxxxxxx Xxxxx (Cayman) Trust, Limited or other persons, firms or entities selected by the Managing General Partner to provide certain administrative services to the Partnership (Xxxxxxx Sachs (Cayman) Trust, Limited or any such other persons, firm or entity providing such services from time to time is herein called the “Administrator”) and to cause the Partnership to compensate the Administrator for such services; provided, however, management, control and conduct of the activities of the Partnership shall remain the responsibility of the Managing General Partner; (xvii) 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. 2.08; (xviii) maintain for the conduct of the Partnership’s affairs one or more offices and in connection therewith rent or acquire office space, and do such other acts as the Managing General Partner may deem necessary or advisable in connection with the maintenance and administration of the Partnership; (xviiixix) engage personnel, whether part-time or full-time, and attorneys, independent accountants or such other persons as the Managing General Partner may deem necessary or advisable; (xixxx) authorize any partner, employee or other agent of the General Partners or agent or employee of the Partnership to act for and on behalf of the Partnership in all matters incidental to the foregoing; (xxxxi) 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 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; and (xxixxii) delegate such of its duties and functions as it may deem appropriate to the Administrative General Partner or any other persons.

Authority of the Managing General Partner. (a) The Managing General Partner (or its duly appointed agents, including, without limitation, the Management Company (as defined below)) shall oversee the administration of the Partnership, and shall have the power to: (i) communicate with the Partners, including furnishing reports as set forth in Article VII; (ii) maintain the principal books and records of the Partnership; (iii) cause the preparation of all necessary tax returns of the Partnership; (iv) conduct meetings of the Partners; (v) provide administrative, accounting and secretarial services to the Partnership; (vi) bring and defend actions before any governmental, administrative or other regulatory agency, body or commission, for and on behalf of the Partnership; and (vii) do all things and discharge all duties required of, or imposed on, a general partner by law, and do any other things and discharge any other duties required of or imposed on a general partner by law. (b) The Managing General Partner (or its duly appointed agents, including, without limitation, the Management Company) 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 1.05, and to perform all acts and enter into and perform all contracts and other undertakings that it may deem necessary or advisable or incidental thereto, including, without limitation, the power to: (i) provide research and analysis and direct the formulation of investment policies and strategies for the Partnership; (ii) acquire a long position or a short position with respect to any Security and make purchases or sales increasing, decreasing or liquidating such position or changing from a long position to a short position or from a short position to a long position, without any limitation as to the frequency of the fluctuation in such positions or as to the frequency of the changes in the nature of such positions; (iii) purchase Securities and hold them for investment, and initiate tender offers and proxy contests and other shareholder actions with respect to Securities, and take other actions to influence the management of issuers of Securities; (iv) enter into contracts for or in connection with investments in Securities; (v) invest in other pooled investment vehicles for cash management purposes, which investments shall be subject in each case to the terms and conditions of the respective governing document for such vehicle; (vi) possess, transfer, mortgage, pledge or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, Securities and other property and funds held or owned by the Partnership; (vii) lend, either with or without security, any Securities, funds or other properties of the Partnership, including by entering into reverse repurchase agreements, and, from time to time, without limit as to the amount, borrow or raise funds, including by entering into repurchase agreements, and secure the payment of obligations of the Partnership by mortgage upon, or pledge or hypothecation of, all or any part of the property of the Partnership; (viii) open, maintain and close accounts, including margin and custodial accounts, with brokers, including brokers affiliated with the General Partners, which power shall include the authority to issue all instructions and authorizations to brokers regarding the Securities and/or money therein; to pay, or authorize the payment and reimbursement of, brokerage commissions that may be in excess of the lowest rates available that are paid to brokers who execute transactions for the account of the Partnership and who (i) supply, or pay for (or rebate a portion of the Partnership’s 's brokerage commissions to the Partnership for payment of) the cost of, brokerage, research or execution services utilized by the Partnership or the Other Accounts (as defined in (x) below) and/or (ii) pay for (or rebate a portion of the Partnership’s 's brokerage commissions for the payment of) obligations of the Partnership (as provided in Section 2.07 2.08 hereof) or the Partnership’s 's share of such obligations (such as computer facilities and the cost of an accounting software package), provided that the Partnership does not pay rates of commission in excess of what is competitively available from comparable brokerage firms for comparable services, taking into account various factors, including commission rates, reliability, financial responsibility, strength of the broker and ability of the broker to efficiently execute transactions, the broker’s 's facilities, and the broker’s 's provision or payment of the costs of research and other services or property that are of benefit to the Partnership, the Management Company (as defined in (xiv) below) and the Other Accounts; (ix) 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; (x) combine purchase or sale orders on behalf of the Partnership with orders for the General Partners, the Management Company or their respective Affiliates (as defined in Section 2.04) or other accounts to whom the General Partners or any of their 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; (xi) 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; (xii) organize one or more corporations or other entities to hold record title, as nominee for the Partnership (whether alone or together with the Other Accounts), to Securities or funds of the Partnership; (xiii) organize one or more direct or indirect subsidiary entities; (xiv) retain Trian Fund Management, L.P. (the “"Management Company”") to provide certain management and administrative services to the PartnershipPartnership and to cause the Partnership to compensate the Management Company for such services; provided, however, management, control and conduct of the activities of the Partnership shall remain the responsibility of the Managing General Partner; (xv) retain any other persons, firms or entities selected by the Managing General Partner to provide certain management and administrative services to the Partnership and to cause the Partnership to compensate such other persons, firms or entities for such services; provided, however, management, control and conduct of the activities of the Partnership shall remain the responsibility of the Managing General Partner; (xvi) retain Xxxxxxx Xxxxx Gxxxxxx Sxxxx (Cayman) Trust, Limited or other persons, firms or entities selected by the Managing General Partner to provide certain management and administrative services to the Partnership (Xxxxxxx Gxxxxxx Sachs (Cayman) Trust, Limited or any such other persons, firm or entity providing such services from time to time is herein called the “"Administrator”") and to cause the Partnership to compensate the Administrator for such services; provided, however, management, control and conduct of the activities of the Partnership shall remain the responsibility of the Managing General Partner; (xvii) 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 Section 2.08; (xviii) maintain for the conduct of the Partnership’s 's affairs one or more offices and in connection therewith rent or acquire office space, and do such other acts as the Managing General Partner may deem necessary or advisable in connection with the maintenance and administration of the Partnership; (xviiixix) engage personnel, whether part-time or full-time, and attorneys, independent accountants or such other persons as the Managing General Partner may deem necessary or advisable; (xixxx) authorize any partner, employee or other agent of the General Partners or agent or employee of the Partnership to act for and on behalf of the Partnership in all matters incidental to the foregoing; (xxxxi) 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 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; and (xxixxii) delegate such of its duties and functions as it may deem appropriate to the Administrative General Partner or any other persons.