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(c) To employ, as may be necessary or convenient, brokers, managing agents,
<br /> accountants, legal counsel, and other personnel. Employment of such persons shall be on
<br /> such terms and for such compensation as the General Partners shall determine and the costs
<br /> and expenses thereof shall be paid for as a Partnership expense;
<br /> (d) To deal with or through any Partner, General or Limited. The fact that a
<br /> Partner is employed by the Partnership of any person employed by the Partnership, which
<br /> Partner renders or performs a service to the Partnership,or from which the Partnership may
<br /> purchase any property,shall not prohibit the General Partners from employing such Partner,
<br /> or from otherwise dealing with such Partner. Neither the Partnership nor any of the Partners
<br /> herein shall have any right in or to the income or profits derived from such a relationship as
<br /> a consequence of such dealings.
<br /> (e) Acquire by purchase, lease,or otherwise any real or personal property which
<br /> may be necessary, convenient, or incidental to the accomplishment of the purposes of the
<br /> Partnership;
<br /> (f) Operate, maintain, finance, improve, construct, own, grant options with
<br /> respect to, sell, convey, assign, mortgage, and lease any real property and/or any personal
<br /> property or any portion thereof necessary, convenient, or incidental to the accomplishment
<br /> of the purposes of the Partnership including,but not limited to,the granting of conservation
<br /> easements, rights-of-way, recreational easements or rights, bargain sale transactions,
<br /> contributions to land trusts, conservation organizations or gifting to any non-profit
<br /> organization or entity qualified under Section 501(c)(3)of the Code or Section 2055 of the
<br /> Code.;
<br /> (g) Execute any and all agreements, contracts, documents, certifications, and
<br /> instruments necessary or convenient in connection with the management,maintenance,and
<br /> operation of Partnership property, or in connection with managing the affairs of the
<br /> Partnership, including executing amendments to the Agreement, the Certificate, and the
<br /> Registration Statement, in accordance with the terms of the Agreement, both as General
<br /> Partners and, if required, as attorney-in-fact for the Limited Partners and Transferees
<br /> pursuant to any power of attorney granted by the Limited Partners and Transferees to the
<br /> General Partners;
<br /> (h) Borrow money and issue evidences of indebtedness necessary, convenient,
<br /> or incidental to the accomplishment of the purposes of the Partnership,and secure the same
<br /> by mortgage, pledge, or other lien on any Partnership Property;
<br /> (i) Execute, in furtherance of any or all of the purposes of the Partnership, any
<br /> deed, lease, mortgage, deed of trust, conservation easement, right-of-way, mortgage note,
<br /> promissory note,bill of sale,contract,or other instrument purporting to convey or encumber
<br /> any or all of the Partnership property;
<br /> 462364.9 1/2/02 11
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