Common use of Authority of the Partnership Clause in Contracts

Authority of the Partnership. In order to carry out its purpose, the Partnership is empowered and authorized to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of its purpose, and for the protection and benefit of the Partnership, including but not limited to the following: (a) acquire ownership of the Land; (b) construct, operate, maintain, improve, buy, own, sell, convey, assign, mortgage, rent or lease any real estate and any personal property necessary to the operation of the Apartment Complex; (c) provide housing, subject to the Minimum Set-Aside Test and the Rent Restriction Test and consistent with the requirements of the Project Documents so long as any Project Documents remain(s) in force; (d) enter into any kind of activity, and 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; (e) borrow money and issue evidences of indebtedness in furtherance of the Partnership business and secure any such indebtedness by mortgage, pledge, or other lien; (f) maintain and operate the Apartment Complex, including hiring the Management Agent (which Management Agent may be any of the Partners or an Affiliate thereof) and entering into any agreement for the management of the Apartment Complex during its rent-up and after its rent-up period; (g) subject to the approval of the Agency and/or the Lender, if required, and to other limitations expressly set forth elsewhere in this Agreement, negotiate for and conclude agreements for the sale, exchange, lease or other disposition of all or substantially all of the property of the Partnership, or for the refinancing of any Mortgage Loans on the property of the Partnership; (h) enter into the Loan Documents with the Lenders and grant the Mortgages, enter into the Mortgage Loans and all other documents required by the Lenders with respect to the Mortgage Loans, and the Extended Use Commitment with the Agency, providing for regulations with respect to rents, profits, dividends and the disposition of the Apartment Complex and the long-term use of the Apartment Complex for low-income housing; (i) rent dwelling units in the Apartment Complex from time to time, in accordance with the provisions of the Code applicable to Low- Income Housing Tax Credits and in accordance with applicable federal, state and local regulations, collecting the rents therefrom, paying the expenses incurred in connection with the Apartment Complex, and distributing the net proceeds to the Partners, subject to any requirements which may be imposed by the Extended Use Commitment and the Loan Documents; and (j) do any and all other acts and things necessary or proper in furtherance of the Partnership business.

Authority of the Partnership. In order to carry out its purpose, the Partnership is empowered and authorized to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of its purpose, and for the protection and benefit of the Partnership, including but not limited to the following: : (a) acquire ownership of the Land; Land and the Apartment Complex; (b) construct, operate, maintain, improve, buy, own, sell, convey, assign, mortgage, rent or lease any real estate and any personal property necessary to the operation of the Apartment Complex; ; (c) provide housing, subject to the Minimum Set-Aside Test, the HOME Set-Aside Test and the Rent Restriction Test and consistent with the requirements of the Project Documents Loan Agreements and the Regulatory Agreement so long as any Project Documents remain(s) the Loan Agreements and the Regulatory Agreement, as applicable, remain in force; ; (d) enter into any kind of activity, and 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; ; (e) borrow money and issue evidences of indebtedness in furtherance of the Partnership business and secure any such indebtedness by mortgage, pledge, or other lien; , provided, however, that the First Mortgage Loan, the Second Mortgage Loan and any evidences of indebtedness thereof and any documents amending, modifying or replacing them shall have the legal effect that the Partners shall have no personal liability for the repayment of the principal of or payment of interest on the First Mortgage Loan, the Second Mortgage Loan or other such indebtedness, and that, other than the Wxxxxxx Loan Guaranty, the sole recourse of any lender with respect to the principal thereof and interest thereon shall be to the property securing the First Mortgage Loan and the Second Mortgage Loan or other such indebtedness; except that any Partner shall be personally responsible (i) for funds or property of the Apartment Complex coming into such party's hands, which, by the terms of the Loan Agreements or the Regulatory Agreement, it is not entitled to retain, and (ii) for such party's own acts and deeds, or the acts and deeds of others which it has authorized, in violation of the provisions of the Regulatory Agreement; (f) maintain and operate the Apartment Complex, including hiring the Management Agent (which Management Agent may be any of the Partners or an Affiliate thereof) and entering into any agreement for the management of the Apartment Complex during its rent-up and after its rent-rent- up period; ; (g) subject to the approval of the Agency and/or and the LenderLenders, if required, and to other limitations expressly set forth elsewhere in this Agreement, negotiate for and conclude agreements for the sale, exchange, lease or other disposition of all or substantially all of the property of the Partnership, or for the refinancing of any Mortgage Loans mortgage loan on the property of the Partnership; ; (h) enter into the Loan Documents Agreements with the Lenders First Mortgage Lender and grant the Mortgages, enter into the Second Mortgage Loans and all other documents required by the Lenders with respect to the Mortgage LoansLender, and the Extended Use Commitment Regulatory Agreement with the Agency, Second Mortgage Lender providing for regulations with respect to rents, profits, dividends and the disposition of the Apartment Complex and the long-term use of the Apartment Complex for low-income housing; property; (i) rent dwelling units in the Apartment Complex from time to time, in accordance with the provisions of the Code applicable to Low- Income LowIncome Housing Tax Credits and in accordance with applicable federal, state and local regulations, collecting the rents therefrom, paying the expenses incurred in connection with the Apartment Complex, and distributing the net proceeds to the Partners, subject to any requirements which may be imposed by the Extended Use Commitment and Regulatory Agreement and/or the Loan DocumentsAgreements; and and (j) do any and all other acts and things necessary or proper in furtherance of the Partnership business.

Authority of the Partnership. In order to carry out its purpose, the Partnership is empowered and authorized to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of its purpose, and for the protection and benefit of the Partnership, including but not limited to the following: (a) acquire ownership of the LandApartment Complex; (b) constructrehabilitate, operate, maintain, improve, buy, own, sell, convey, assign, mortgage, rent or lease any real estate and any personal property necessary to the operation of the Apartment Complex; (c) provide housing, subject to the Minimum Set-Aside Test and the Rent Restriction Test and consistent with the requirements of the Project Documents Declaration of Covenants and the Regulatory Agreement, so long as any Project Documents the Declaration of Covenants and the Regulatory Agreement, as applicable, remain(s) in force; (d) enter into any kind of activity, and 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; (e) borrow money and issue evidences of indebtedness in furtherance of the Partnership business and secure any such indebtedness by mortgage, pledge, or other lien, provided, however, that the Mortgage Loan, the Second Mortgage Loan, the Third Loan and the Fourth Mortgage Loan, and any evidences of indebtedness thereof and any documents amending, modifying or replacing them shall have the legal effect that the Partnership and the Partners shall have no personal liability for the repayment of the principal of or payment of interest on the Mortgage Loan, the Second Mortgage Loan, the Third Loan and the Fourth Mortgage Loan, or other such indebtedness, and that the sole recourse of any lender with respect to the principal thereof and interest thereon shall be to the property securing the Mortgage Loan, the Second Mortgage Loan, the Third Loan or the Fourth Mortgage Loan, as applicable; except that any Partner shall be personally responsible (i) for funds or property of the Apartment Complex coming into such party's hands, which it is not entitled to retain, and (ii) for such party's own acts and deeds, or the acts and deeds of others which it has authorized, in violation of the provisions of any of the Project Documents; (f) maintain and operate the Apartment Complex, including hiring the Management Agent (which Management Agent may be any of the Partners or an Affiliate thereof) and entering into any agreement for the management of the Apartment Complex during its rent-up and after its rent-up period; (g) subject to the approval of the Agency and/or the Lender, if required, and to other limitations expressly set forth elsewhere in this Agreement, negotiate for and conclude agreements for the sale, exchange, lease or other disposition of all or substantially all of the property of the Partnership, or for the refinancing of any Mortgage Loans mortgage loan on the property of the Partnership; (h) enter into the Loan Documents Declaration of Covenants with the Lenders and grant the Mortgages, enter into the Mortgage Loans and all other documents required by the Lenders with respect to the Mortgage Loans, Agency and the Extended Use Commitment Regulatory Agreement with the Agency, Lender providing for regulations with respect to rents, profits, dividends and the disposition of the Apartment Complex and the long-term use of the Apartment Complex for low-income housingproperty; (i) rent dwelling units in the Apartment Complex from time to time, in accordance with the provisions of the Code applicable to Low- Low-Income Housing Tax Credits and in accordance with applicable federal, state and local regulations, collecting the rents therefrom, paying the expenses incurred in connection with the Apartment Complex, and distributing the net proceeds to the Partners, subject to any requirements which may be imposed by the Extended Use Commitment and Declaration of Covenants and/or the Loan DocumentsRegulatory Agreement; and (j) do any and all other acts and things necessary or proper in furtherance of the Partnership business.

Authority of the Partnership. In order to carry out its purpose, the Partnership is empowered and authorized to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of its purpose, and for the protection and benefit of the Partnership, including but not limited to the following: (a) : acquire ownership of the Land; (b) constructApartment Complex; rehabilitate, operate, maintain, improve, buy, own, sell, convey, assign, mortgage, rent or lease any real estate and any personal property necessary to the operation of the Apartment Complex; (c) ; provide housing, subject to the Minimum Set-Aside Test and the Rent Restriction Test and consistent with the requirements of the Project Documents FHLB Grant Agreement, the Declaration of Covenants and the Regulatory Agreement, so long as any Project Documents the FHLB Grant Agreement, the Declaration of Covenants and the Regulatory Agreement, as applicable, remain(s) in force; (d) ; enter into any kind of activity, and 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; (e) ; borrow money and issue evidences of indebtedness in furtherance of the Partnership business and secure any such indebtedness by mortgage, pledge, or other lien; , provided, however, that the Mortgage Loan, the Second Loan, and any evidences of indebtedness thereof and any documents amending, modifying or replacing them shall have the legal effect that the Partnership and the Partners shall have no personal liability for the repayment of the principal of or payment of interest on the Mortgage Loan, the Second Loan, or other such indebtedness, and that the sole recourse of any lender with respect to the principal thereof and interest thereon shall be to the property securing the Mortgage Loan, or the Second loan, as applicable; except that any Partner shall be personally responsible (fi) for funds or property of the Apartment Complex coming into such party's hands, which it is not entitled to retain, and (ii) for such party's own acts and deeds, or the acts and deeds of others which it has authorized, in violation of the provisions of any of the Project Documents; maintain and operate the Apartment Complex, including hiring the Management Agent (which Management Agent may be any of the Partners or an Affiliate thereof) and entering into any agreement for the management of the Apartment Complex during its rent-up and after its rent-up period; (g) ; subject to the approval of the Agency and/or the Lender, if required, and to other limitations expressly set forth elsewhere in this Agreement, negotiate for and conclude agreements for the sale, exchange, lease or other disposition of all or substantially all of the property of the Partnership, or for the refinancing of any Mortgage Loans mortgage loan on the property of the Partnership; (h) ; enter into the Loan Documents Declaration of Covenants with the Lenders and grant the Mortgages, enter into the Mortgage Loans and all other documents required by the Lenders with respect to the Mortgage Loans, Agency and the Extended Use Commitment Regulatory Agreement with the Agency, HUD providing for regulations with respect to rents, profits, dividends and the disposition of the Apartment Complex and the long-term use of the Apartment Complex for low-income housing; (i) property; rent dwelling units in the Apartment Complex from time to time, in accordance with the provisions of the Code applicable to Low- Low-Income Housing Tax Credits and in accordance with applicable federal, state and local regulations, collecting the rents therefrom, paying the expenses incurred in connection with the Apartment Complex, and distributing the net proceeds to the Partners, subject to any requirements which may be imposed by the Extended Use Commitment FHLB Grant Agreement, the Declaration of Covenants and/or the Regulatory Agreement; and the Loan Documents; and (j) do any and all other acts and things necessary or proper in furtherance of the Partnership business.

Authority of the Partnership. In order to carry out its purpose, the Partnership is empowered and authorized to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of its purpose, and for the protection and benefit of the Partnership, including but not limited to the following: (a) acquire ownership of Enter into and perform its obligations under the Land; (b) construct, operate, Ground Lease. Cause the Partnership to rehabilitate the Project in accordance with the Plans and Specifications and cause the Partnership to maintain, improve, buy, own, sell, convey, assign, mortgage, rent or lease any real estate and any personal property necessary to the operation of the Apartment ComplexProject; (cb) provide housing, subject to the Minimum Set-Aside Test Test, and the Rent Restriction Test and consistent with the requirements of the Project Documents Extended Use Agreement so long as any Project Documents remain(s) the Extended Use Agreement remains in force; (c) enter into the Project Documents, including without limitation, the Ground Lease, the HAP Contract, the RAD Use Agreement, and the agreements and instruments evidencing and securing the Loans; (d) enter into any kind of activity, and 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; (e) borrow money and issue evidences of indebtedness in furtherance of the Partnership business and secure any such indebtedness by mortgage, pledge, or other lien, provided, however, that any documents amending, modifying or replacing the Loan Documents will be subject to the Consent of the Investor Limited Partner and will have the legal effect that, at and after Conversion, the Partnership and the Partners and their Affiliates will have no personal liability for the repayment of the principal of or payment of interest on the Loans (other than customary non-recourse carve outs provisions which have been Consented to by the Investor Limited Partner), and that the sole recourse of the Lender, with respect to the principal thereof and interest thereon shall be to the property securing the Loans or the other assets of the Partnership; (f) maintain and operate the Apartment ComplexProject, including hiring the Management Agent Agent, subject to the Consent of the Investor Limited Partner (which Management Agent may be any of the Partners or an Affiliate thereof, subject to compliance with the terms of this Agreement) and entering enter into any agreement for the management of the Apartment Complex Project during its rent-up and after its rent-rent- up period; (g) subject to the approval of the Agency and/or the Lender, if required, and the Consent of the Investor Limited Partner, and to other limitations expressly set forth elsewhere in this Agreement, negotiate for and conclude agreements for the sale, exchange, lease or other disposition of all or substantially all of the property of the Partnership, or for the refinancing of any Mortgage Loans mortgage loan on the property of the Partnership; (h) enter into the Loan Documents and comply with the Lenders and grant the Mortgages, enter into the Mortgage Loans and all other documents required by the Lenders with respect to the Mortgage Loans, and the Extended Use Commitment with the AgencyAgreement, providing for regulations with respect to rents, profits, dividends and the disposition of the Apartment Complex property, and the long-term Extended Use Agreement shall remain in full force and effect throughout the entire extended use period as defined in Section 42(h)(6)(D) of the Apartment Complex for low-income housingCode; (i) rent dwelling units in the Apartment Complex Project from time to time, in accordance with the provisions of the Code applicable to Low- Income Housing Federal Tax Credits and in accordance with applicable federal, state and local regulations, collecting collect the rents therefrom, paying pay the expenses incurred in connection with the Apartment ComplexProject, and distributing distribute the net proceeds to the Partners, subject to any requirements which may be imposed by the Extended Use Commitment and Agreement and/or the Loan other Project Documents; and (j) enter into the Ground Lease (subject to the Investor Limited Partner’s review and approval); (k) do any and all other acts and things necessary or proper in furtherance of the Partnership Partnership’s business.

Authority of the Partnership. In order to carry out its purpose, the Partnership is empowered and authorized to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of its purpose, and for the protection and benefit of the Partnership, including but not limited to the following: : (a) acquire ownership of the Land; ; (b) construct, operate, maintain, improve, buy, own, sell, convey, assign, mortgage, rent or lease any real estate and any personal property necessary to the operation of the Apartment Complex; ; (c) provide housing, subject to the Minimum Set-Aside Test and the Rent Restriction Test and consistent with the requirements of the Project Documents so long as any Project Documents remain(s) in force; ; (d) enter into any kind of activity, and 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; ; (e) borrow money and issue evidences of indebtedness in furtherance of the Partnership business and secure any such indebtedness by mortgage, pledge, or other lien; ; (f) maintain and operate the Apartment Complex, including hiring the Management Agent (which Management Agent may be any of the Partners or an Affiliate thereof) and entering into any agreement for the management of the Apartment Complex during its rent-up and after its rent-up period; ; (g) subject to the approval of the Agency and/or the Lender, if required, and to other limitations expressly set forth elsewhere in this Agreement, negotiate for and conclude agreements for the sale, exchange, lease or other disposition of all or substantially all of the property of the Partnership, or for the refinancing of any Mortgage Loans on the property of the Partnership; ; (h) enter into the Loan Documents with the Lenders and grant the Mortgages, enter into the Mortgage Loans and all other documents required by the Lenders with respect to the Mortgage Loans, and the Extended Use Commitment with the Agency, providing for regulations with respect to rents, profits, dividends and the disposition of the Apartment Complex and the long-term use of the Apartment Complex for low-income housing; ; (i) rent dwelling units in the Apartment Complex from time to time, in accordance with the provisions of the Code applicable to Low- Low-Income Housing Tax Credits and in accordance with applicable federal, state and local regulations, collecting the rents therefrom, paying the expenses incurred in connection with the Apartment Complex, and distributing the net proceeds to the Partners, subject to any requirements which may be imposed by the Extended Use Commitment and the Loan Documents; and and (j) do any and all other acts and things necessary or proper in furtherance of the Partnership business.. ARTICLE IV

Authority of the Partnership. In order to carry out its purpose, the Partnership is empowered and authorized to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of its purpose, and for the protection and benefit of the Partnership, including but not limited to the following: (a) acquire ownership of the Land; (b) construct, operate, maintain, improve, buy, own, sell, convey, assign, mortgage, rent or lease any real estate and any personal property necessary to the operation of the Apartment Complex; (c) provide housing, subject to the Minimum Set-Aside Test and the Rent Restriction Test and consistent with the requirements of the Project Documents so long as any Project Documents remain(s) in force; (d) enter into any kind of activity, and 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; (e) borrow money and issue evidences of indebtedness in furtherance of the Partnership business and secure any such indebtedness by mortgage, pledge, or other lien; (f) maintain and operate the Apartment Complex, including hiring the Management Agent (which Management Agent may be any of the Partners or an Affiliate thereof) and entering into any agreement for the management of the Apartment Complex during its rent-up and after its rent-up period; (g) subject to the approval of the Agency and/or the Lender, if required, and to other limitations expressly set forth elsewhere in this Agreement, negotiate for and conclude agreements for the sale, exchange, lease or other disposition of all or substantially all of the property of the Partnership, or for the refinancing of any Mortgage Loans mortgage loan on the property of the Partnership; (h) enter into the Loan Documents with the Lenders Lender and grant the Mortgages, enter into the Mortgage Loans Loan and all other documents required by the Lenders Lender with respect to the Mortgage LoansLoan, and the Extended Use Commitment with the Agency, providing for regulations with respect to rents, profits, dividends and the disposition of the Apartment Complex and the long-term use of the Apartment Complex for low-income housing; (i) rent dwelling units in the Apartment Complex from time to time, in accordance with the provisions of the Code applicable to Low- Income Housing Tax Credits and in accordance with applicable federal, state and local regulations, collecting the rents therefrom, paying the expenses incurred in connection with the Apartment Complex, and distributing the net proceeds to the Partners, subject to any requirements which may be imposed by the Extended Use Commitment and the Loan Documents; and (j) do any and all other acts and things necessary or proper in furtherance of the Partnership business.

Authority of the Partnership. In order to carry out its purpose, the Partnership is empowered and authorized to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of its purpose, and for the protection and benefit of the Partnership, including but not limited to the following: (a) acquire ownership of the Land; (b) construct, operate, maintain, improve, buy, own, sell, convey, assign, mortgage, rent or lease any real estate and any personal property necessary to the operation of the Apartment Complex; (c) provide housing, subject to the Minimum Set-Aside Test and the Rent Restriction Test and consistent with the requirements of the Project Documents so long as any Project Documents remain(s) in force; (d) enter into any kind of activity, and 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; (e) borrow money and issue evidences of indebtedness in furtherance of the Partnership business and secure any such indebtedness by mortgage, pledge, or other lien; (f) maintain and operate the Apartment Complex, including hiring the Management Agent (which Management Agent may be any of the Partners or an Affiliate thereof) and entering into any agreement for the management of the Apartment Complex during its rent-up and after its rent-up period; (g) subject to the approval of the Agency and/or the LenderLenders, if required, and to other limitations expressly set forth elsewhere in this Agreement, negotiate for and conclude agreements for the sale, exchange, lease or other disposition of all or substantially all of the property of the Partnership, or for the refinancing of any Mortgage Loans mortgage loan on the property of the Partnership; (h) enter into the Loan Documents with the Lenders and grant the Mortgages, enter into the Mortgage Loans and all other documents required by the Lenders with respect to the Mortgage Loans, and the Extended Use Commitment with the Agency, providing for regulations with respect to rents, profits, dividends and the disposition of the Apartment Complex and the long-term use of the Apartment Complex for low-income housing; (i) rent dwelling units in the Apartment Complex from time to time, in accordance with the provisions of the Code applicable to Low- Income Housing Tax Credits and in accordance with applicable federal, state and local regulations, collecting the rents therefrom, paying the expenses incurred in connection with the Apartment Complex, and distributing the net proceeds to the Partners, subject to any requirements which may be imposed by the Extended Use Commitment and the Loan Documents; and (j) do any and all other acts and things necessary or proper in furtherance of the Partnership business.