Common use of Authority of Partners and Affiliated Persons to Deal with Partnership Clause in Contracts

Authority of Partners and Affiliated Persons to Deal with Partnership. A. The General Partner may, for, in the name of, and on behalf of, the Partnership, acquire property from, borrow money from, enter into agreements, contracts or the like (in addition to those set forth herein) with, or reimburse for reasonable out-of-pocket expenses incurred in connection with the preparation of reports by, any Sponsor in an independent capacity, as distinguished from such capacity (if any) as a Sponsor, as if such Sponsor were an independent contractor; provided, however, that any such agreement shall be subject to the conditions set forth in Section 5.2A(ii) herein. B. Neither the General Partner nor any Affiliate thereof shall have the authority: (i) to receive any compensation, fee or expense not otherwise permitted to be paid to it under the terms of this Agreement or the Prospectus; (ii) to cause the Partnership to acquire a Property, or to grant options with respect to, sell, convey, or assign such Property to the Consultant or the Parking Lot Operator, without first having obtained an appraisal prepared by a competent, independent appraiser which supports the real property acquisition or sale by the Partnership; (iii) to commingle the Partnership's funds with those of any other Person, or to invest any of the Net Proceeds of the Offering in junior mortgages, junior deeds of trust or other similar obligations, except that funds of the Partnership may be temporarily retained by agents of the Partnership pursuant to contracts for the rendering of services to the Partnership by such agents or held in accounts established and maintained for the purpose of making the Interim Investments and/or computerized disbursements; (iv) to cause the Partnership to lend money or other\ assets to the General Partner or any Affiliate thereof; (v) to grant to the General Partner or any Affiliate thereof an exclusive listing for the Sale of any assets of the Partnership; (vi) to receive any rebate or give-up, or to participate in any reciprocal business arrangement with the General Partner or an Affiliate thereof which would circumvent the provisions of this Agreement or the NASAA Guidelines;

Authority of Partners and Affiliated Persons to Deal with Partnership. A. The General Partner Partners may, for, in the name of, and on behalf of, the PartnershipFund, acquire property from, borrow money from, enter into agreements, contracts or the like (in addition to those set forth herein) with, or reimburse for reasonable out-of-pocket expenses incurred in connection with the preparation of reports by, any Sponsor in an independent capacity, as distinguished from such capacity (if any) as a Sponsor, as if such Sponsor were an independent contractor; provided, however, that any such agreement shall be subject to the conditions set forth in Section 5.2A(ii) herein. B. Neither the General Partner Partners nor any Affiliate thereof shall have the authority: (i) to cause the Fund to invest in any program, partnership or other venture (other than the purchase of the Operating Partnership Interests in the Operating Partnerships that own or will own the Facilities as set forth in the Prospectus at the time the Registration Statement is declared effective by the Securities and Exchange Commission); (ii) to receive any compensation, fee or expense not otherwise permitted to be paid to it under the terms of this Agreement or the Prospectus; (iiiii) to cause the Partnership Fund to acquire an Operating Partnership Interest in an Operating Partnership that owns a Property, or to grant options with respect to, sell, convey, or assign such Property to the Consultant or the Parking Lot Operator, Facility without first having obtained an appraisal prepared with respect to the value of the Facility, rendered by a competent, an independent appraiser who is a member of a nationally recognized society of appraisers, in which supports the real property acquisition appraised value equals or sale exceeds the purchase price paid by the PartnershipFund; (iiiiv) to commingle the PartnershipFund's funds with those of any other Personperson or entity, or to invest any of the Net Proceeds of the Offering in junior mortgages, junior deeds of trust or other similar obligations, except that funds of the Partnership Fund may be temporarily retained by agents of the Partnership Fund pursuant to contracts for the rendering of services to the Partnership Fund by such agents or held in accounts established and maintained for the purpose of making the Interim Investments and/or computerized disbursements; (ivv) to cause the Partnership Fund to lend money or other\ other assets to the General Partner Partners or any Affiliate Affiliates thereof; (vvi) to grant to the General Partner Partners or any Affiliate Affiliates thereof an exclusive listing for the Sale of any assets of the PartnershipFund Property; (vivii) to receive any rebate or give-up, or to participate in any reciprocal business arrangement with the any General Partner or an Affiliate thereof which would circumvent thereof; (viii) to cause the provisions of this Agreement Fund to acquire a Facility that is under construction without completion bonds, fixed price guarantees or the NASAA Guidelines;other satisfactory arrangements; or