Common use of Limitations on Authority and Powers of General Partner Clause in Contracts

Limitations on Authority and Powers of General Partner. (a) Notwithstanding any other provision of this Agreement to the contrary, the General Partner shall not, without the prior vote or written Consent of a Majority in Interest of the Limited Partners, do any of the following: 1. amend this Agreement except: A. to admit a Substitute Limited Partner or additional Limited Partners pursuant to Section 4.2 and 9.3; B. to reflect the withdrawal of a Limited Partner; C. to make a clarification to the Agreement or in connection with the performance of ministerial acts; provided that, such amendment does not change the intent of the Agreement or materially impair a Limited Partner’s Interest or rights in the Partnership; D. to change the name or location of the principal place of business, registered agent or registered office of the Partnership, provided that notice of such change is provided in writing to the Limited Partners; E. to reflect the disposition of any Limited Partner’s Interest; or F. as otherwise expressly permitted in this Agreement, including without limitation, Section 12.1; 2. confess a judgment against the Partnership in an amount exceeding $100,000; 3. possess any property or assign the rights of the Partnership in specific property, including a Project, for other than a Partnership purpose; 4. except as provided in Sections 9.1 or 9.2, resign as the General Partner, transfer its General Partner Interest or admit a Person as a substitute General Partner; 5. incur indebtedness on behalf of the Partnership in an amount greater than 75% of the Partnership’s cash and cash equivalents plus the aggregate market value of the Projects, which market values shall be determined by the General Partner based on a capitalization rate approval applied to the net operating income of the Projects; 6. extend the Operating Period from seven years after the date of the Private Offering Memorandum to nine years after the date of the Private Offering Memorandum; 7. invest more than 15% of the gross proceeds from the Offering in properties outside of the U.S.; 8. invest more than 20% of the gross proceeds from the Offering in investments in mortgages; or 9. invest in the securities of other issuers, except for permitted temporary investments pending utilization of Partnership funds for investments in real property and except for investments in Joint Ventures and investments in mortgages pursuant to Section 5.3(a)(8) above. (b) Notwithstanding any other provision in this Agreement to the contrary, the General Partner shall not, without the express vote or prior written Consent of each Limited Partner adversely affected by such action, do any of the following: 1. perform any act in contravention of this Agreement which would make it impossible to carry on the business of the Partnership; 2. perform any act which would subject the Limited Partners to liability as general partners in any jurisdiction; or 3. amend this Agreement to (i) convert the interest of a Limited Partner into that of a general partner; (ii) adversely affect the limited liability of a Limited Partner; or (iii) alter the interests of the Partners in distributions, except to the extent that distributions are altered solely as a result of the issuance of Units pursuant to Article IV. (c) Notwithstanding any other provision of this Agreement to the contrary, the General Partner shall not vote its limited partner interest in matters which affect the General Partner or the economic interest of the General Partner.

Limitations on Authority and Powers of General Partner. (a) Notwithstanding any other provision of this Agreement to the contrary, the General Partner shall not, without the prior vote or written Consent of a Majority in Interest of the Limited Partners, do any of the following: 1. amend this Agreement except: A. to admit a Substitute Limited Partner or additional Limited Partners pursuant to Section 4.2 and 9.3; B. to reflect the withdrawal of a Limited Partner; C. to make a clarification to the Agreement or in connection with the performance of ministerial acts; provided that, such amendment does not change the intent of the Agreement or materially impair a Limited Partner’s Interest or rights in the Partnership; D. to change the name or location of the principal place of business, registered agent or registered office of the Partnership, provided that notice of such change is provided in writing to the Limited Partners; E. to reflect the disposition of any Limited Partner’s Interest; or F. as otherwise expressly permitted in this Agreement, including without limitation, Section 12.1; 2. confess a judgment against the Partnership in an amount exceeding $100,000; 3. possess any property or assign the rights of the Partnership in specific property, including a Project, for other than a Partnership purpose; 4. except as provided in Sections 9.1 or 9.2, resign as the General Partner, transfer its General Partner Interest or admit a Person as a substitute General Partner; ; or 5. incur indebtedness on behalf of the Partnership in an amount greater than 75% of the Partnership’s cash and cash equivalents plus the aggregate market value of the Projects, which market values shall be determined by the General Partner based on a capitalization rate approval applied to the net operating income of the Projects; 6. extend the Operating Period from seven years after the date of the Private Offering Memorandum to nine years after the date of the Private Offering Memorandum; 7. invest more than 15% of the gross proceeds from the Offering in properties outside of the U.S.; 8. invest more than 20% of the gross proceeds from the Offering in investments in mortgages; or 9. invest in the securities of other issuers, except for permitted temporary investments pending utilization of Partnership funds for investments in real property and except for investments in Joint Ventures and investments in mortgages pursuant to Section 5.3(a)(8) above. (b) Notwithstanding any other provision in this Agreement to the contrary, the General Partner shall not, without the express vote or prior written Consent of each Limited Partner adversely affected by such action, do any of the following: 1. perform any act in contravention of this Agreement which would make it impossible to carry on the business of the Partnership; 2. perform any act which would subject the Limited Partners to liability as general partners in any jurisdiction; or 3. amend this Agreement to (i) convert the interest of a Limited Partner into that of a general partner; (ii) adversely affect the limited liability of a Limited Partner; or (iii) alter the interests of the Partners in distributions, except to the extent that distributions are altered solely as a result of the issuance of Units pursuant to Article IV; or (iv) change the status of the Partnership such that the Partnership is no longer a partnership for federal income tax purposes. (c) Notwithstanding any other provision of this Agreement to the contrary, the General Partner shall not vote its limited partner interest in matters which affect effect the General Partner or the economic interest of the General Partner. (d) Notwithstanding any other provision of this Agreement to the contrary, under no circumstances shall the General Partner merge or otherwise consolidate the Partnership into any Affiliate of the General Partner or solicit a vote of the Limited Partners to allow it to pursue such a merger or consolidation.