Common use of Authority of General Partners A Clause in Contracts

Authority of General Partners A. Except to the extent otherwise provided herein, including, without limitation, Sections 5.2C, 5.3A, 5.4 and 5.5, the General Partners for, and in the name of, and on behalf of, the Partnership are hereby authorized: (i) to enter into any kind of activity and to perform and carry out contracts of any kind necessary to, or in connection with, or incidental to the accomplishment of the purposes of the Partnership, so long as said activities and contracts may be lawfully carried on or performed by a limited partnership under applicable laws and regulations; (ii) to engage Persons, including the Sponsors, to provide services or goods to the Partnership, upon such terms as the General Partners deem fair and reasonable and in the best interest of the Partnership, provided, however, that, as to services or goods provided by a Sponsor, (a) the A-18 compensation for such services or goods must be comparable and competitive with that of any other Person who provides comparable services or goods and shall be on competitive terms, and, as to services under the Development Agreements and with regard to obtaining Refinancing, will not exceed 90% of the competitive price that would be charged by non-affiliated persons or entities rendering similar services in the same or comparable geographic locations; (b) the compensation and other terms of such contracts shall be fully disclosed to the Unitholders in the reports of the Partnership, (c) the Sponsor must have been previously engaged in the business of providing such services or goods, independent of the Partnership and as an ongoing business, (d) all such transactions shall be embodied in a written contract that describes the services or goods to be provided and the compensation to be paid, which contract may only be modified by the Majority Vote of the Unitholders, and which contract shall permit termination without penalty on sixty (60) days notice, and (e) except for those services to be provided under agreements referred to in this Agreement or the Prospectus, any services provided by a Sponsor will be provided only under extraordinary circumstances where services are not available elsewhere; (iii) to acquire by lease or purchase, develop, own, sell, convey, finance, improve, assign, mortgage, lease or exchange incident to a tax-free swap any real estate and any personal property necessary, convenient or incidental to the accomplishment of the purposes of the Partnership; (iv) to develop, construct, maintain, finance, improve, own, grant options with respect to, sell, convey, assign, mortgage or lease any Partnership Property or any other real estate or personal property necessary, convenient or incidental to the accomplishment of the purposes of the Partnership; (v) to execute any and all agreements, contracts, documents, certifications and instruments necessary or convenient in connection with the development, construction, management, maintenance and operation of any Partnership property, including without limitation, necessary easements to public or quasi-public bodies or public utilities; (vi) to borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Partnership, and to secure the same by deed of trust, mortgage, security interest, pledge or other lien or encumbrance on any Property or any other assets of the Partnership and to borrow money on the general credit of the Partnership for use in the business of the Partnership and to take any action and enter into any agreement necessary or advisable in connection with such borrowing; (vii) to repay in whole or in part, negotiate, refinance, recast, increase, renew, modify or extend any secured, or other indebtedness affecting any Partnership Property and in connection therewith to execute any extensions, renewals or modifications of any evidences of indebtedness secured by deeds of trust, mortgages, security interests, pledges or other encumbrances covering any Partnership Property; (viii) to engage a real estate agent (including a Sponsor) to sell any Partnership Property or portions thereof upon such terms and conditions as are deemed fair and reasonable by the General Partners and to be in the best interest of the Partnership, and to pay reasonable compensation for such services; provided, however, that any real estate commission paid shall not exceed six percent (6%) of the contract price for the Sale of any Partnership Property, and, in addition, if a Sponsor provides substantial services in such regard, the Sponsor may receive up to one-half of such real estate commission, not to exceed one and one-half percent (1.5%), the payment of which real estate commission to the Sponsor shall be subordinated to the payment to Unitholders of their Adjusted Capital Balance plus the unpaid portion, if any, of their Cumulative Return. (ix) to recognize transferees of Units as Unitholders and to admit substitute Limited Partners in accordance with the terms described in the Prospectus and Article VII of this Agreement; (x) to invest Working Capital Reserves and, pending the investment of the Partnership's assets in Properties, to invest the Partnership's assets (excluding Working Capital Reserves), in interest-bearing accounts and short-term investments, including obligations of federal, state and local governments and their agencies, mutual funds, regulated investment companies, commercial paper and certificates of deposit of federally-insured commercial banks, savings banks or savings and loan associations; provided, however, that such investments are short-term, highly-liquid and provide appropriate safety of principal; (xi) to purchase, cancel or otherwise retire or dispose of the Partnership Interests or Units of any Partner or Unitholder according to the provisions of this Agreement; (xii) to execute and deliver all documents necessary or appropriate for the sale of Units, including the Prospectus and filings under the Securities Act of 1933 and any other federal and state laws relating to the sale of securities; (xiii) to require Unitholders to become Limited Partners (in which case the General Partners shall have the power to amend this Agreement without the Consent of the Unitholders) and to take such other action with respect to the manner in which Units are being or may be transferred or traded as may be necessary or appropriate to preserve the tax status of the Partnership as a partnership for federal income tax purposes and the tax treatment of the Unitholders as Partners; (xiv) to take such steps (including amendment of this Agreement) as the General Partners determine are advisable or necessary and will not result in any material adverse effect on the economic position of a majority in interest of the Unitholders with respect to the Partnership in order to preserve the tax status of the Partnership as a partnership for federal income tax purposes, including, without limitation, removing the Units from public trading markets and imposing restrictions on transfers of Units or Interests (provided such restrictions on transfers do not cause the Partnership's assets to be deemed "plan assets" within the meaning of ERISA); (xv) to establish and maintain the Working Capital Reserves described in Section 3.3E; (xvi) to pay or reimburse any reasonable out-of-pocket expenses incurred by any Affiliate of the General Partners in connection with any report pursuant to Section 10.3. No fee shall be paid to any Affiliate in connection with any such report; and (xvii) after obtaining the Consent of the Unitholders to the matters set forth in Sections 5.4A(xvii), 5.4A(xviii) or 5.4A(xix), to take any actions which they deem appropriate to facilitate the purposes described in such sections, including, without limitation, amendments to this Agreement to change the dates upon which transfers of Units will be recognized, and the General Partners shall give prior written notice to the Unitholders of any such amendment.

Authority of General Partners A. Except to the extent otherwise provided herein, including, without limitation, Sections 5.2C, 5.3A, 5.4 and 5.5, the General Partners for, and in the name of, and on behalf of, the Partnership are hereby authorized: : (i) to enter into any kind of activity and to perform and carry out contracts of any kind necessary to, or in connection with, or incidental to the accomplishment of the purposes of the Partnership, so long as said activities and contracts may be lawfully carried on or performed by a limited partnership under applicable laws and regulations; ; (ii) to engage Persons, including the Sponsors, to provide services or goods to the Partnership, upon such terms as the General Partners deem fair and reasonable and in the best interest of the Partnership, provided, however, that, as to services or goods provided by a Sponsor, (a) the A-18 compensation for such services or goods must be comparable and competitive with that of any other Person who provides comparable services or goods and shall be on competitive terms, and, as to services under the Development Agreements and with regard to obtaining Refinancing, will not exceed 90% of the competitive price that would be charged by non-affiliated persons or entities rendering similar services in the same or comparable geographic locations; (b) the compensation and other terms of such contracts shall be fully disclosed to the Unitholders in the reports of the Partnership, (c) the Sponsor must have been previously engaged in the business of providing such services or goods, independent of the Partnership and as an ongoing business, (d) all such transactions shall be embodied in a written contract that describes the services or goods to be provided and the compensation to be paid, which contract may only be modified by the Majority Vote of the Unitholders, and which contract shall permit termination without penalty on sixty (60) days notice, and (e) except for those services to be provided under agreements referred to in this Agreement or the Prospectus, any services provided by a Sponsor will be provided only under extraordinary circumstances where services are not available elsewhere; ; (iii) to acquire by lease or purchase, develop, own, sell, convey, finance, improve, assign, mortgage, lease or exchange incident to a tax-free swap any real estate and any personal property necessary, convenient or incidental to the accomplishment of the purposes of the Partnership; ; (iv) to develop, construct, maintain, finance, improve, own, grant options with respect to, sell, convey, assign, mortgage or lease any Partnership Property or any other real estate or personal property necessary, convenient or incidental to the accomplishment of the purposes of the Partnership; ; (v) to execute any and all agreements, contracts, documents, certifications and instruments necessary or convenient in connection with the development, construction, management, maintenance and operation of any Partnership property, including without limitation, necessary easements to public or quasi-public bodies or public utilities; ; (vi) to borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Partnership, and to secure the same by deed of trust, mortgage, security interest, pledge or other lien or encumbrance on any Property or any other assets of the Partnership and to borrow money on the general credit of the Partnership for use in the business of the Partnership and to take any action and enter into any agreement necessary or advisable in connection with such borrowing; ; (vii) to repay in whole or in part, negotiate, refinance, recast, increase, renew, modify or extend any secured, or other indebtedness affecting any Partnership Property and in connection therewith to execute any extensions, renewals or modifications of any evidences of indebtedness secured by deeds of trust, mortgages, security interests, pledges or other encumbrances covering any Partnership Property; ; (viii) to engage a real estate agent (including a Sponsor) to sell any Partnership Property or portions thereof upon such terms and conditions as are deemed fair and reasonable by the General Partners and to be in the best interest of the Partnership, and to pay reasonable compensation for such services; provided, however, that any real estate commission paid shall not exceed six percent (6%) of the contract price for the Sale of any Partnership Property, and, in addition, if a Sponsor provides substantial services in such regard, the Sponsor may receive up to one-half of such real estate commission, not to exceed one and one-half percent (1.5%), the payment of which real estate commission to the Sponsor shall be subordinated to the payment to Unitholders of their Adjusted Capital Balance plus the unpaid portion, if any, of their Cumulative Return. . (ix) to recognize transferees of Units as Unitholders and to admit substitute Limited Partners in accordance with the terms described in the Prospectus and Article VII of this Agreement; ; (x) to invest Working Capital Reserves and, pending the investment of the Partnership's assets in Properties, to invest the Partnership's assets (excluding Working Capital Reserves), in interest-bearing accounts and short-term investments, including obligations of federal, state and local governments and their agencies, mutual funds, regulated investment companies, commercial paper and certificates of deposit of federally-insured commercial banks, savings banks or savings and loan associations; provided, however, that such investments are short-term, highly-liquid and provide appropriate safety of principal; (xi) to purchase, cancel or otherwise retire or dispose of the Partnership Interests or Units of any Partner or Unitholder according to the provisions of this Agreement; (xii) to execute and deliver all documents necessary or appropriate for the sale of Units, including the Prospectus and filings under the Securities Act of 1933 and any other federal and state laws relating to the sale of securities; (xiii) to require Unitholders to become Limited Partners (in which case the General Partners shall have the power to amend this Agreement without the Consent of the Unitholders) and to take such other action with respect to the manner in which Units are being or may be transferred or traded as may be necessary or appropriate to preserve the tax status of the Partnership as a partnership for federal income tax purposes and the tax treatment of the Unitholders as Partners; (xiv) to take such steps (including amendment of this Agreement) as the General Partners determine are advisable or necessary and will not result in any material adverse effect on the economic position of a majority in interest of the Unitholders with respect to the Partnership in order to preserve the tax status of the Partnership as a partnership for federal income tax purposes, including, without limitation, removing the Units from public trading markets and imposing restrictions on transfers of Units or Interests (provided such restrictions on transfers do not cause the Partnership's assets to be deemed "plan assets" within the meaning of ERISA); (xv) to establish and maintain the Working Capital Reserves described in Section 3.3E; (xvi) to pay or reimburse any reasonable out-of-pocket expenses incurred by any Affiliate of the General Partners in connection with any report pursuant to Section 10.3. No fee shall be paid to any Affiliate in connection with any such report; and (xvii) after obtaining the Consent of the Unitholders to the matters set forth in Sections 5.4A(xvii), 5.4A(xviii) or 5.4A(xix), to take any actions which they deem appropriate to facilitate the purposes described in such sections, including, without limitation, amendments to this Agreement to change the dates upon which transfers of Units will be recognized, and the General Partners shall give prior written notice to the Unitholders of any such amendment.and