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(j) Prepay in whole or in part,refinance,recast,increase, modify,or extend any
<br /> liabilities affecting the Partnership property and in connection therewith execute any
<br /> extensions or renewals of encumbrances on any or all of the Partnership property;
<br /> (k) Distribute funds to the General Partners, Limited Partners, and Transferees
<br /> by way of cash,income,return of capital,or otherwise,all in accordance with the provisions
<br /> of this Agreement,and perform all matters in furtherance of the objectives of the Partnership
<br /> or this Agreement;
<br /> (1) Contract on behalf of the Partnership for the employment and services of
<br /> employees and/or independent contractors,such as lawyers and accountants,and delegate to
<br /> such Persons the duty to manage or supervise any of the assets or operations of the
<br /> Partnership;
<br /> (m) Engage in any kind of activity and perform and carry out contracts of any kind
<br /> (including contracts of insurance covering risks to Partnership property and General Partners'
<br /> liability) necessary or incidental to, or in connection with, the accomplishment of the
<br /> purposes of the Partnership, as may be lawfully carried on or performed by a partnership
<br /> under the laws of each state in which the Partnership is then formed or qualified;
<br /> (n) Make any and all elections for federal,state,and local tax purposes including,
<br /> without limitation, any election, if permitted by applicable law: (i) to adjust the basis of
<br /> Partnership property pursuant to Code§§754,734(b),and 743(b),or comparable provisions
<br /> of state or local law, in connection with transfers of interests in the Partnership and
<br /> Partnership distributions; (ii) to extend the statute of limitations for assessment of tax
<br /> deficiencies against the General Partners, Limited Partners,and Transferees with respect to
<br /> adjustments to the Partnership's federal, state, or local tax returns; and (iii) to the extent
<br /> provided in Code §§ 6221 through 6231, to represent the Partnership, General Partners,
<br /> Limited Partners, and Transferees before taxing authorities or courts of competent
<br /> jurisdiction in tax matters affecting the Partnership,General Partners,Limited Partners,and
<br /> Transferees in their capacity as General Partners and as attorneys-in-fact for the Limited
<br /> Partners and Transferees, and to file any tax returns and execute any agreements or other
<br /> documents relating to or affecting such tax matters,including agreements or other documents
<br /> that bind the General Partners, Limited Partners, and Transferees with respect to such tax
<br /> matters or otherwise affect the rights of the Partnership, General Partners and Limited
<br /> Partners;
<br /> (o) Take, or refrain from taking, all actions, not expressly proscribed or limited
<br /> by this Agreement, as may be necessary or appropriate to accomplish the purposes of the
<br /> Partnership;
<br /> (p) Institute,prosecute,defend,settle,compromise,and dismiss lawsuits or other
<br /> judicial or administrative proceedings brought on or in behalf of,or against,the Partnership
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