Common use of Authority of Investors A Clause in Contracts

Authority of Investors A. By the Majority Vote of the Investors, the Investors, without the consent of the General Partners, may: (i) amend this Agreement; provided that such amendment (a) shall not in any manner allow the Investors to take part in the control of the Fund's business in a manner which would subject them to liability as general partners under the Act or any other applicable law, and (b) shall not, without the consent of any General Partner affected, alter the rights, powers, or duties of the affected General Partner or its interest in Profit and Loss, Net Cash Flow, Net Proceeds of Sale or Refinancing, or alter any of the provisions of Section 8.2 hereof; (ii) dissolve or terminate the Fund prior to the expiration of its term; (iii) remove a General Partner and elect a new General Partner; or (iv) approve or disapprove of the Sale of all or substantially all of the Fund Property. If a General Partner is removed pursuant to Section 5.3A(iii) hereof, such General Partner shall voluntarily withdraw as a general partner of the Operating Partnerships. B. Any action taken pursuant to Section 5.3A hereof shall be void ab initio, if prior to or within 15 days after such vote either (i) the Fund shall have received an opinion of counsel, which counsel is approved by the Consent of Investors, that such action may not be effected without subjecting the Investors to liability as general partners under the Act or under the laws of such other jurisdiction in which the Fund owns properties or is doing business, or (ii) a court of competent jurisdiction shall have entered a final judgment to the foregoing effect. For purposes of this paragraph, counsel will be deemed approved by the Consent of the Investors if proposed by the General Partners and affirmatively approved in writing within 45 days; provided that if the holders of 10% or more of the outstanding Units propose counsel for this purpose, such proposed counsel, and not counsel proposed by the General Partners, shall be submitted for such approval by the Investors. The existence of such an opinion of counsel or court judgment with respect to a particular contemplated Fund action shall not affect the rights of the Investors to vote on other future actions or the existence of such rights. If the opinion of counsel or court judgment referred to above has not been obtained the vote shall proceed as scheduled and it shall not be delayed or postponed for any reason except as otherwise permitted by the Act.

Authority of Investors A. By the Majority Vote of the Investors, the Investors, without the consent of the General PartnersPartner, may: (i) amend this Agreement; provided that such amendment (a) shall not in any manner allow the Investors to take part in the control of the FundPartnership's business in a manner which would subject them to liability as general partners under the Act or any other applicable law, and (b) shall not, without the consent of any the General Partner affected, alter the rights, powers, or duties of the affected General Partner or its interest in Profit and Loss, Net Cash Flow, Net Proceeds of Sale or RefinancingFinancing, or alter any of the provisions of Section 8.2 hereof; (ii) dissolve or terminate the Fund Partnership prior to the expiration of its term; (iii) remove a the General Partner and and, pursuant to Section 6.2, elect a new General Partner; , or (iv) approve or disapprove of the Sale of all or substantially all of the Fund Partnership Property. If a General Partner is removed pursuant to Section 5.3A(iii) hereof, such General Partner shall voluntarily withdraw as a general partner of the Operating Partnerships. B. Any action taken pursuant to Section 5.3A hereof shall be void ab initio, if prior to or within 15 fifteen (15) days after such vote either (i) the Fund Partnership shall have received an opinion of counsel, which counsel is approved by the Consent Majority Vote of the Investors, that such action may not be effected without subjecting the Investors to liability as general partners under the Act or under the laws of such other jurisdiction in which the Fund Partnership owns properties or is doing business, or (ii) a court of competent jurisdiction shall have entered a final judgment to the foregoing effect. For purposes of this paragraph, counsel will be deemed approved by the Consent Majority Vote of the Investors if proposed by the General Partners Partner and affirmatively approved in writing within 45 forty-five (45) days; provided provided, that if the holders of 10% or more of the outstanding Units propose proposed counsel for this purpose, such proposed counsel, and not counsel proposed by the General Partners, Partner shall be submitted for such approval by the Investors. The existence of such an opinion of counsel or court judgment with respect to a particular contemplated Fund Partnership action shall not affect the rights of the Investors to vote on other future actions or the existence of such rights. If the opinion of counsel or court judgment referred to above has not been obtained the vote shall proceed as scheduled and it shall not be delayed or postponed for any reason except as otherwise permitted by the Act.. Section 5.4

Authority of Investors A. By the Majority Vote of the Investors, the Investors, without the consent of the General PartnersPartner, may: (i) amend this Agreement; provided that such amendment (a) shall not in any manner allow the Investors to take part in the control of the FundPartnership's business in a manner which would subject them to liability as general partners under the Act or any other applicable law, and (b) shall not, without the consent of any the General Partner affectedPartner, alter modify the rightscompensation, powers, allocations or duties of distributions to which the affected General Partner or its interest in Profit and Loss, Net Cash Flow, Net Proceeds of Sale or Refinancing, or alter any of its Affiliates are entitled or affect the provisions duties, rights or powers of Section 8.2 hereofthe General Partner or the indemnification to which the General Partner and its Affiliates and their officers, directors and employees are entitled; (ii) dissolve or terminate the Fund Partnership prior to the expiration of its term; (iii) remove a the General Partner and and, pursuant to Section 6.2, elect a new General Partner, provided that, any portion of any fee payable to the General Partner under this Agreement which is then accrued and due, but not yet paid, shall be paid to the General Partner in cash within 30 days of the date of its removal; or (iv) approve or disapprove of the Sale of all or substantially all of the Fund Property. If Equipment; or (v) approve or disapprove of a General Partner is removed pursuant to Section 5.3A(iii) hereof, such General Partner shall voluntarily withdraw material change in the Partnership's investment policies objectives as a general partner of described in the Operating PartnershipsProspectus. B. Any action taken pursuant to Section 5.3A hereof shall be void ab initio, if prior to or within 15 fifteen (15) days after such vote either (i) the Fund Partnership shall have received an opinion of counsel, which counsel is approved by the Consent Majority Vote of the Investors, that such action may not be effected without subjecting the Investors to liability as general partners under the Act or under the laws of such other jurisdiction in which the Fund Partnership owns properties or is doing business, or (ii) a court of competent jurisdiction shall have entered a final judgment to the foregoing effect. For purposes of this paragraph, counsel will be deemed approved by the Consent Majority Vote of the Investors if proposed by the General Partners Partner and affirmatively approved in writing within 45 forty-five (45) days; provided provided, that if the holders of 10% or more of the outstanding Units propose proposed counsel for this purpose, such proposed counsel, and not counsel proposed by the General Partners, Partner shall be submitted for such approval by the Investors. The existence of such an opinion of counsel or court judgment with respect to a particular contemplated Fund Partnership action shall not affect the rights of the Investors to vote on other future actions or the existence of such rights. If the opinion of counsel or court judgment referred to above has not been obtained the vote shall proceed as scheduled and it shall not be delayed or postponed for any reason except as otherwise permitted by the Act.

Authority of Investors A. By the Majority Vote of the Investors, the Investors, without the consent of the General PartnersPartner, may: (i) amend this Agreement; provided that such amendment (a) shall not in any manner allow the Investors to take part in the control of the FundPartnership's business in a manner which would subject them to liability as general partners under the Act or any other applicable law, and (b) shall not, without the consent of any the General Partner affected, alter the rights, powers, or duties of the affected General Partner or its interest in Profit and Loss, Net Cash Flow, Net Proceeds of Sale or RefinancingFinancing, or alter any of the provisions of Section 8.2 hereof; (ii) dissolve or terminate the Fund Partnership prior to the expiration of its term; (iii) remove a the General Partner and and, pursuant to Section 6.2, elect a new General Partner; or (iv) approve or disapprove of the Sale of all or substantially all of the Fund Partnership Property. If a ; or (v) terminate, upon 60 days notice, any contract between the Partnership and the General Partner is removed pursuant to Section 5.3A(iii) hereof, such General Partner shall voluntarily withdraw as a general partner of the Operating Partnershipsor any Affiliate thereof. B. Any action taken pursuant to Section 5.3A hereof shall be void ab initio, if prior to or within 15 sixty (60) days after such vote either (i) the Fund Partnership shall have received an opinion of counsel, which counsel is approved by the Consent Majority Vote of the Investors, that such action may not be effected without subjecting the Investors to liability as general partners under the Act or under the laws of such other jurisdiction in which the Fund Partnership owns properties or is doing business, or (ii) a court of competent jurisdiction shall have entered a final judgment to the foregoing effect. For purposes of this paragraph, counsel will be deemed approved by the Consent Majority Vote of the Investors if proposed by the General Partners Partner and affirmatively approved in writing within 45 thirty (30) days; provided provided, that if the holders of 10% or more of the outstanding Units propose proposed counsel for this purpose, such proposed counsel, and not counsel proposed by the General Partners, Partner shall be submitted for such approval by the Investors. The existence of such an opinion of counsel or court judgment with respect to a particular contemplated Fund Partnership action shall not affect the rights of the Investors to vote on other future actions or the existence of such rights. If the opinion of counsel or court judgment referred to above has not been obtained the vote shall proceed as scheduled and it shall not be delayed or postponed for any reason except as otherwise permitted by the Act.