Common use of Restrictions on Authority of General Partner Clause in Contracts

Restrictions on Authority of General Partner. Without the Consent of the Special Limited Partner the General Partner shall not: (a) sell, exchange, lease or otherwise dispose of the Apartment Housing; (b) incur indebtedness other than the Mortgage Loan in the name of the Partnership; (c) engage in any transaction not expressly contemplated by this Agreement in which the General Partner has an actual or potential conflict of interest with the Limited Partner or the Special Limited Partner; (d) contract away the fiduciary duty owed to the Limited Partner and the Special Limited Partner at common law; (e) take any action which would cause the Apartment Housing to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Apartment Housing, as a "qualified low income housing project" under Section 42(g)(1) of the Code, as amended, or any successor thereto, or which would cause the Limited Partner to fail to obtain the Projected Tax Credits or which would cause the recapture of any LIHTC; (f) make any expenditure of funds, or commit to make any such expenditure, other than in response to an emergency, except as provided for in the annual budget approved by the Special Limited Partner, as provided in Section 14.3(i) hereof; (g) cause the merger or other reorganization of the Partnership; (h) dissolve the Partnership; (i) acquire any real or personal property (tangible or intangible) in addition to the Apartment Housing the aggregate value of which shall exceed $10,000 (other than easement or similar rights necessary or appropriate for the operation of the Apartment Housing); (j) become personally liable on or in respect of, or guarantee, the Mortgage or any other indebtedness of the Partnership; (k) pay any salary, fees or other compensation to a General Partner or any Affiliate thereof, except as authorized by Section 9.2 and Section 9.9 hereof or specifically provided for in this Agreement; (l) terminate the services of the Accountant, Inspecting Architect, Contractor or Management Agent, or terminate, amend or modify the Construction Contract or any other Project Document, or grant any material waiver or consent thereunder; (m) cause the Partnership to redeem or repurchase all or any portion of the Interest of a Partner; (n) cause the Partnership to convert the Apartment Housing to cooperative or condominium ownership; (o) cause or permit the Partnership to make loans to the General Partner or any Affiliate; (p) bring or defend, pay, collect, compromise, arbitrate, resort to legal action or otherwise adjust claims or demands of or against the Partnership except as otherwise provided in this Agreement; or (q) agree or consent to any changes in the Plans and Specifications, to any change orders, or to any of the terms and provisions of the Construction Contract.

Restrictions on Authority of General Partner. Without the Consent of the Special Limited Partner the General Partner shall not: (a) sell, exchange, lease or otherwise dispose of the Apartment Housing; (b) incur indebtedness other than the Construction Loan and Mortgage Loan in the name of the Partnership; (c) engage in any transaction not expressly contemplated by this Agreement in which the General Partner has an actual or potential conflict of interest with the Limited Partner or the Special Limited Partner; (d) contract away the fiduciary duty owed to the Limited Partner and the Special Limited Partner at common law; (e) take any action which would cause the Apartment Housing to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Apartment Housing, as a "qualified low income housing project" under Section 42(g)(1) of the Code, as amended, or any successor thereto, or which would cause the Limited Partner to fail to obtain the Projected Tax Credits or which would cause the recapture of any LIHTC; (f) make any expenditure of funds, or commit to make any such expenditure, other than in response to an emergency, except as provided for in the annual budget approved by the Special Limited Partner, as provided in Section 14.3(i) hereof; (g) cause the merger or other reorganization of the Partnership; (h) dissolve the Partnership; (i) acquire any real or personal property (tangible or intangible) in addition to the Apartment Housing the aggregate value of which shall exceed $10,000 (other than easement or similar rights necessary or appropriate for the operation of the Apartment Housing); (j) become personally liable on or in respect of, or guarantee, the Mortgage or any other indebtedness of the Partnership; (k) pay any salary, fees or other compensation to a General Partner or any Affiliate thereof, except as authorized by Section 9.2 and Section 9.9 hereof or specifically provided for in this Agreement; (l) terminate the services of the Accountant, Inspecting Architect, Contractor or Management Agent, or terminate, amend or modify the Construction Contract or any other Project Document, or grant any material waiver or consent thereunder; (m) cause the Partnership to redeem or repurchase all or any portion of the Interest of a Partner; (n) cause the Partnership to convert the Apartment Housing to cooperative or condominium ownership; (o) cause or permit the Partnership to make loans to the General Partner or any Affiliate; (p) bring or defend, pay, collect, compromise, arbitrate, resort to legal action or otherwise adjust claims or demands of or against the Partnership except as otherwise provided in this AgreementPartnership; or (q) agree or consent to any changes in the Plans and Specifications, to any change orders, or to any of the terms and provisions of the Construction Contract.

Restrictions on Authority of General Partner. Without the Consent of the Special Limited Partner the General Partner shall not: (a) sell, exchange, lease (except in the normal course of business to Qualified Tenants) or otherwise dispose of the Apartment Housing; (b) incur indebtedness other than the Mortgage Loan in the name of the PartnershipPartnership other than the Mortgage, including, but not limited to, refinancing, prepaying, or modifying the Mortgage; (c) use Partnership assets, property or Improvements to secure the debt of any Partners, their Affiliates, or any third party; (d) engage in any transaction not expressly contemplated by this Agreement in which the General Partner has an actual or potential conflict of interest with the Limited Partner or the Special Limited Partner; (de) contract away the fiduciary duty owed to the Limited Partner and the Special Limited Partner at common law; (ef) take any action which would cause the Apartment Housing to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Apartment Housing, as a "qualified low income housing project" under Section 42(g)(1) of the Code, as amended, or any successor thereto, or which would cause the Limited Partner to fail to obtain the Projected Tax Credits or which would cause the recapture of any LIHTC; (fg) make any expenditure of funds, or commit to make any such expenditure, other than in response to an emergency, except as provided for in the annual budget approved by the Special Limited Partner, as provided in Section 14.3(i) hereof; (gh) cause the merger or other reorganization of the Partnership; (hi) dissolve the Partnership; (ij) acquire any real or personal property (tangible or intangible) in addition to the Apartment Housing the aggregate value of which shall exceed $10,000 (other than easement or similar rights necessary or appropriate for the operation of the Apartment Housing); (jk) become personally liable on or in respect of, or guarantee, the Mortgage or any other indebtedness of the Partnership; (kl) pay any salary, fees or other compensation to a General Partner or any Affiliate thereof, except as authorized by Section 9.2 and Section 9.9 hereof or specifically provided for in this Agreement; (lm) terminate the services of substitute the Accountant, Inspecting Architect, Contractor or Management Agent, as named herein, or terminate, amend or modify the Management Agreement, Construction Contract or any other Project Document, or grant any material waiver or consent thereunder; (mn) cause the Partnership to redeem or repurchase all or any portion of the Interest of a Partner; (no) cause the Partnership to convert the Apartment Housing to cooperative or condominium ownership; (op) cause or permit the Partnership to make loans to the General Partner or any Affiliate; (pq) bring or defend, pay, collect, compromise, arbitrate, resort to legal action or otherwise adjust claims or demands of or against the Partnership except as otherwise provided in this Agreement; orPartnership; (qr) agree or consent to any changes in the Plans and Specifications, to any change ordersorders that exceeds five thousand ($5,000) individually or twenty-five thousand ($25,000) in the aggregate, or to any of the terms and provisions of the Construction Contract; it being understood that there will be line item money transfers. (s) cause any funds to be paid to the General Partner or its Affiliates for cable hook-up, telephone connection, computer access, satellite connection, compliance monitoring, initial rental set-up fee or similar service or fee; (t) on behalf of the Partnership, file or cause to be filed a voluntary petition in bankruptcy under the Federal Bankruptcy Code, or file or cause to be filed a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or rule; (u) settle any audit with the Internal Revenue Service concerning the adjustment or readjustment of any Partnership tax item, extend any statute of limitations, or initiate or settle any judicial review or action concerning the amount or character of any Partnership tax item; or (v) make, amend or revoke any tax election.

Restrictions on Authority of General Partner. Without the Consent of the Special Limited Partner the General Partner shall not: (a) sell, exchange, lease (except in the normal course of business to Qualified Tenants) or otherwise dispose of the Apartment HousingProject; (b) incur indebtedness other than the Mortgage Loan in the name of the PartnershipPartnership other than the Construction Loan and Mortgage, including, but not limited to, refinancing, prepaying, or modifying the Construction Loan or Mortgage; (c) use Partnership assets, property or Improvements to secure the debt of any Partners, their Affiliates, or any third party; (d) engage in any transaction not expressly contemplated by this Agreement in which the General Partner has an actual or potential conflict of interest with the Limited Partner or the Special Limited Partner; (de) contract away the fiduciary duty owed to the Limited Partner and the Special Limited Partner at common law; (ef) take any action which would cause the Apartment Housing Project to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Apartment HousingProject, as a "qualified low income housing project" under Section 42(g)(1) of the Code, as amended, or any successor thereto, or which would cause the Limited Partner to fail to obtain the Projected Tax Credits or which would cause the recapture of any LIHTC; (fg) make any expenditure of funds, or commit to make any such expenditure, other than in response to an emergency, except as provided for in the annual budget approved by the Special Limited Partner, as provided in Section 14.3(i) hereof; (gh) cause the merger or other reorganization of the Partnership; (hi) dissolve the Partnership, or sell or dispose of all or substantially all of the Partnership's assets; (ij) acquire any real or personal property (tangible or intangible) in addition to the Apartment Housing Project the aggregate value of which shall exceed $10,000 (other than easement or similar rights necessary or appropriate for the operation of the Apartment HousingProject); (jk) become personally liable on or in respect of, or guarantee, the Mortgage or any other indebtedness of the PartnershipPartnership or any Person; (kl) loan any money on behalf of the Partnership or pay any salary, fees or other compensation to a General Partner or any Affiliate thereof, except as authorized by Section 9.2 and Section 9.9 hereof or specifically provided for in this Agreement; (lm) terminate the services of substitute the Accountant, Inspecting ArchitectConstruction Inspector, Contractor or Management Agent, as named herein, or terminate, amend or modify the Construction Contract or any other Project Document, or grant any material waiver or consent thereunder; (mn) change the nature of the business of the Partnership or cause the Partnership to redeem or repurchase all or any portion of the Interest of a Partner; (no) cause the Partnership to convert the Apartment Housing Project to cooperative or condominium ownership; (op) cause or permit the Partnership to make loans to the General Partner or any Affiliate; (pq) bring or defend, pay, collect, compromise, arbitrate, resort to legal action or otherwise adjust claims or demands of or against the Partnership partnership except as otherwise provided in this Agreement; orthe normal day to day business of rent collections and evictions; (qr) reduce the amount of a construction budget line item (other than the construction contingency) to provide funds for an overage in another construction budget line item in amounts greater than $5,000, agree or consent to any material changes in the Plans and Specifications, to any change orders, or to any of the terms and provisions of the Construction Contract; (s) cause any funds to be paid to the General Partner or its Affiliates for laundry service, cable hook-up, telephone connection, computer access, satellite connection, compliance monitoring, initial rental set-up fee or similar service or fee; (t) on behalf of the Partnership, file or cause to be filed a voluntary petition in bankruptcy under the Federal Bankruptcy Code, or file or cause to be filed a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or rule; (u) settle any audit with the Internal Revenue Service concerning the adjustment or readjustment of any Partnership tax item, extend any statute of limitations, or initiate or settle any judicial review or action concerning the amount or character of any Partnership tax item; or (v) make any tax election not contemplated by this Agreement or amend or revoke any tax election.

Restrictions on Authority of General Partner. Without the Consent of the Special Limited Partner the General Partner shall not: (a) sell, exchange, lease (except in the normal course of business to Qualified Tenants) or otherwise dispose of the Apartment Housing; (b) incur indebtedness other than payables in the ordinary course of business of the Partnership, the Construction Loan, and the Mortgage Loan in the name of the Partnership; (c) engage in any transaction not expressly contemplated by this Agreement in which the General Partner has an actual or potential conflict of interest with the Limited Partner or the Special Limited Partner; (d) contract away the fiduciary duty owed to the Limited Partner and the Special Limited Partner at common law; (e) take any action which would cause the Apartment Housing to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Apartment Housing, as a "qualified low income housing project" under Section 42(g)(1) of the Code, as amended, or any successor thereto, or which would cause the Limited Partner to fail to obtain the Projected Tax Credits or which would cause the recapture of any LIHTCLIHTC or Georgia Credit; (f) make any expenditure of funds, or commit to make any such expenditure, other than in response to an emergency, except as provided for in the annual budget approved by the Special Limited Partner, as provided in Section 14.3(i) hereof; (g) cause the merger or other reorganization of the Partnership; (h) dissolve the Partnership; (i) acquire any real or personal property (tangible or intangible) in addition to the Apartment Housing the aggregate value of which shall exceed $10,000 (other than easement or similar rights necessary or appropriate for the operation of the Apartment Housing); (j) become personally liable on or in respect of, or guarantee, the Mortgage or any other indebtedness of the Partnership; (k) pay any salary, fees or other compensation to a General Partner or any Affiliate thereof, except as authorized by Section 9.2 and Section 9.9 hereof or specifically provided for in this Agreement; (l) terminate the services of the Accountant, Inspecting ArchitectConstruction Inspector, Contractor or Management Agent, or terminate, amend or modify the Construction Contract or any other Project Document, or grant any material waiver or consent thereunder; (m) cause the Partnership to redeem or repurchase all or any portion of the Interest of a Partner; (n) cause the Partnership to convert the Apartment Housing to cooperative or condominium ownership; (o) cause or permit the Partnership to make loans to the General Partner or any Affiliate; (p) bring or defend, pay, collect, compromise, arbitrate, resort to legal action or otherwise adjust claims or demands of or against the Partnership except as otherwise provided in this Agreement; orPartnership; (q) agree or consent to any changes in the Plans and Specifications, to any change ordersorders in excess of $2,500 for any single line item or cumulatively in excess of $25,000, or to any of the terms and provisions of the Construction Contract; (r) on behalf of the Partnership, file or cause to be filed a voluntary petition in bankruptcy under the Federal Bankruptcy Code, or file or cause to be filed a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or rule; or (s) settle any audit with the Internal Revenue Service concerning the adjustment or readjustment of any Partnership tax item, extend any statute of limitations, or initiate or settle any judicial review or action concerning the amount or character of any Partnership tax item.

Restrictions on Authority of General Partner. Without the Consent of the Special Limited Partner the General Partner shall not: (a) sell, exchange, lease (except in the normal course of business to Qualified Tenants) or otherwise dispose of the Apartment Housing; (b) incur indebtedness other than the Construction Loan and Mortgage Loan in the name of the Partnership; (c) engage in any transaction not expressly contemplated by this Agreement in which the General Partner has an actual or potential conflict of interest with the Limited Partner or the Special Limited Partner; (d) contract away the fiduciary duty owed to the Limited Partner and the Special Limited Partner at common law; (e) take any action which would cause the Apartment Housing to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Apartment Housing, as a "qualified low income housing project" under Section 42(g)(1) of the Code, as amended, or any successor thereto, or which would cause the Limited Partner to fail to obtain the Projected Tax Credits or which would cause the recapture of any LIHTC; (f) make any expenditure of funds, or commit to make any such expenditure, other than in response to an emergency, except as provided for in the annual budget approved by the Special Limited Partner, as provided in Section 14.3(i14.3 (k) hereof; (g) cause the merger or other reorganization of the Partnership; (h) dissolve the Partnership; (i) acquire any real or personal property (tangible or intangible) in addition to the Apartment Housing the aggregate value of which shall exceed $10,000 (other than easement or similar rights necessary or appropriate for the operation of the Apartment Housing); (j) become personally liable on or in respect of, or guarantee, the Mortgage or any other indebtedness of the Partnership; (k) pay any salary, fees or other compensation to a General Partner or any Affiliate thereof, except as authorized by Section 9.2 and Section 9.9 hereof or specifically provided for in this Agreement; (l) terminate the services of the Accountant, Inspecting Architect, Contractor or Management Agent, or terminate, amend or modify the Construction Contract or any other Project Document, or grant any material waiver or consent thereunder; (m) cause the Partnership to redeem or repurchase all or any portion of the Interest of a Partner; (n) cause the Partnership to convert the Apartment Housing to cooperative or condominium ownership; (o) cause or permit the Partnership to make loans to the General Partner or any Affiliate; (p) bring or defend, pay, collect, compromise, arbitrate, resort to legal action or otherwise adjust claims or demands of or against the Partnership except as otherwise provided in this AgreementPartnership; or (q) agree or consent to any changes in the Plans and Specifications, to any change orders, or to any of the terms and provisions of the Construction Contract.

Restrictions on Authority of General Partner. Without the Consent of the Special Limited Partner the General Partner shall not: (a) sell, exchange, lease (except in the normal course of business to Qualified Tenants) or otherwise dispose of the Apartment Housing; (b) incur indebtedness other than the Construction Loan and Mortgage Loan in the name of the Partnership, except for accounts payable in the ordinary course of business; (c) engage in any transaction not expressly contemplated by this Agreement in which the General Partner has an actual or potential conflict of interest with the Limited Partner or the Special Limited Partner; (d) contract away the fiduciary duty owed to the Limited Partner and the Special Limited Partner at common law; (e) take any action which would cause the Apartment Housing to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Apartment Housing, as a "qualified low income housing project" under Section 42(g)(1) of the Code, as amended, or any successor thereto, or which would cause the Limited Partner to fail to obtain the Projected Tax Credits or which would cause the recapture of any LIHTC; (f) make any expenditure of funds, or commit to make any such expenditure, other than in response to an emergency, except as provided for in the annual budget approved by the Special Limited Partner, as provided in Section 14.3(i) hereof; (g) cause the merger or other reorganization of the Partnership; (h) dissolve the Partnership; (i) acquire any real or personal property (tangible or intangible) in addition to the Apartment Housing the aggregate value of which shall exceed $10,000 (other than easement or similar rights necessary or appropriate for the operation of the Apartment Housing); (j) become personally liable on or in respect of, or guarantee, the Mortgage or any other indebtedness of the Partnership; (k) pay any salary, fees or other compensation to a General Partner or any Affiliate thereof, except as authorized by Section 9.2 and Section 9.9 hereof or specifically provided for in this Agreement; (l) terminate the services of the Accountant, Inspecting Architect, Contractor or Management Agent, or terminate, amend or modify the Construction Contract or any other Project Document, or grant any material waiver or consent thereunder; (m) cause the Partnership to redeem or repurchase all or any portion of the Interest of a Partner; (n) cause the Partnership to convert the Apartment Housing to cooperative or condominium ownership; (o) cause or permit the Partnership to make loans to the General Partner or any Affiliate; (p) bring or defend, pay, collect, compromise, arbitrate, resort to legal action or otherwise adjust claims or demands of or against the Partnership except as otherwise provided in this AgreementPartnership; or (q) agree or consent to any changes in the Plans and Specifications, to any change orders, or to any of the terms and provisions of the Construction Contract.

Restrictions on Authority of General Partner. Without the Consent of the Special Limited Partner the General Partner shall not: (a) sell, exchange, lease (except in the normal course of business to Qualified Tenants) or otherwise dispose of the Apartment Housing; (b) incur indebtedness other than the Construction Loan and Mortgage Loan in the name of the Partnership; (c) engage in any transaction not expressly contemplated by this Agreement in which the General Partner has an actual or potential conflict of interest with the Limited Partner or the Special Limited Partner; (d) contract away the fiduciary duty owed to the Limited Partner and the Special Limited Partner at common law; (e) take any action which would cause the Apartment Housing to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Apartment Housing, as a "qualified low income housing project" under Section 42(g)(1) of the Code, as amended, or any successor thereto, or which would cause the Limited Partner to fail to obtain the Projected Tax Credits or which would cause the recapture of any LIHTC; (f) make any expenditure of funds, or commit to make any such expenditure, other than in response to an emergency, except as provided for in the annual budget approved by the Special Limited Partner, as provided in Section 14.3(i14.3 (k) hereof; (g) cause the merger or other reorganization of the Partnership; (h) dissolve the Partnership; (i) acquire any real or personal property (tangible or intangible) in addition to the Apartment Housing the aggregate value of which shall exceed $10,000 (other than easement or similar rights necessary or appropriate for the operation of the Apartment Housing); (j) become personally liable on or in respect of, or guarantee, the Mortgage or any other indebtedness of the PartnershipthePartnership; (k) pay any salary, fees or other compensation to a General Partner or any Affiliate thereof, except as authorized by Section 9.2 and Section 9.9 hereof or specifically provided for in this Agreement; (l) terminate the services of the Accountant, Inspecting Architect, Contractor or Management Agent, or terminate, amend or modify the Construction Contract or any other Project Document, or grant any material waiver or consent thereunder; (m) cause the Partnership to redeem or repurchase all or any portion of the Interest of a Partner; (n) cause the Partnership to convert the Apartment Housing to cooperative or condominium ownership; (o) cause or permit the Partnership to make loans to the General Partner or any Affiliate; (p) bring or defend, pay, collect, compromise, arbitrate, resort to legal action or otherwise adjust claims or demands of or against the Partnership except as otherwise provided in this AgreementPartnership; or (q) agree or consent to any changes in the Plans and Specifications, to any change orders, or to any of the terms and provisions of the Construction Contract.

Restrictions on Authority of General Partner. Without the Consent of the Special Limited Partner the General Partner shall not: (a) sell, exchange, lease (except in the normal course of business to Qualified Tenants) or otherwise dispose of the Apartment Housing; (b) incur indebtedness other than the Mortgage Loan in the name of the PartnershipPartnership other than the Subordinate Loan and Mortgage, including, but not limited to, refinancing, prepaying, or modifying the Subordinate Loan or Mortgage; (c) use Partnership assets, property or Improvements to secure the debt of any Partners, their Affiliates, or any third party; (d) engage in any transaction not expressly contemplated by this Agreement in which the General Partner has an actual or potential conflict of interest with the Limited Partner or the Special Limited Partner; (de) contract away the fiduciary duty owed to the Limited Partner and the Special Limited Partner at common law; (ef) take any action which would cause the Apartment Housing to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Apartment Housing, as a "qualified low income housing project" under Section 42(g)(1) of the Code, as amended, or any successor thereto, or which would cause the Limited Partner to fail to obtain the Projected Tax Credits or which would cause the recapture of any LIHTC; (fg) make any expenditure of funds, or commit to make any such expenditure, other than in response to an emergency, except as provided for in the annual budget approved by the Special Limited Partner, as provided in Section 14.3(i) hereof; (gh) cause the merger or other reorganization of the Partnership; (hi) dissolve the Partnership, or sell or dispose of all or substantially all of the Partnership's assets; (ij) acquire any real or personal property (tangible or intangible) in addition to the Apartment Housing the aggregate value of which shall exceed $10,000 (other than easement or similar rights necessary or appropriate for the operation of the Apartment Housing); (jk) become personally liable on or in respect of, or guarantee, the Mortgage or any other indebtedness of the PartnershipPartnership or any Person; (kl) loan any money on behalf of the Partnership or pay any salary, fees or other compensation to a General Partner or any Affiliate thereof, except as authorized by Section 9.2 and Section 9.9 hereof or specifically provided for in this Agreement; (lm) terminate the services of substitute the Accountant, Inspecting ArchitectConstruction Inspector, Contractor or Management Agent, as named herein, or terminate, amend or modify the Construction Contract or any other Project Document, or grant any material waiver or consent thereunder; (mn) change the nature of the business of the Partnership or cause the Partnership to redeem or repurchase all or any portion of the Interest of a Partner; (no) cause the Partnership to convert the Apartment Housing to cooperative or condominium ownership; (op) cause or permit the Partnership to make loans to the General Partner or any Affiliate; (pq) bring or defend, pay, collect, compromise, arbitrate, resort to legal action or otherwise adjust claims or demands of or against the Partnership except as otherwise provided in this Agreement; oran amount that exceeds $5,000; (qr) reduce the amount of a construction budget line item in excess of $5,000 (other than the construction contingency) to provide funds for an overage in another construction budget line item, agree or consent to any changes in the Plans and Specifications, to any change orders, or to any of the terms and provisions of the Construction Contract; (s) cause any funds to be paid to the General Partner or its Affiliates for laundry service, cable hook-up, telephone connection, computer access, satellite connection, compliance monitoring, initial rental set-up fee or similar service or fee; (t) on behalf of the Partnership, file or cause to be filed a voluntary petition in bankruptcy under the Federal Bankruptcy Code, or file or cause to be filed a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or rule; (u) settle any audit with the Internal Revenue Service concerning the adjustment or readjustment of any Partnership tax item, extend any statute of limitations, or initiate or settle any judicial review or action concerning the amount or character of any Partnership tax item; or (v) make, amend or revoke any tax election.

Restrictions on Authority of General Partner. Without the Consent of the Special Limited Partner Partner, the General Partner shall not: (a) sell, exchange, lease (except in the normal course of business to Qualified Tenants) or otherwise dispose of the Apartment Housing; (b) incur indebtedness other than the Mortgage Loan in the name of the PartnershipPartnership other than the Construction Loan and Mortgage, including, but not limited to, refinancing, prepaying, or modifying the Construction Loan or Mortgage; (c) use Partnership assets, property or Improvements to secure the debt of any Partners, their Affiliates, or any third party; (d) engage in any transaction not expressly contemplated by this Agreement in which the General Partner has an actual or potential conflict of interest with the Limited Partner or the Special Limited Partner; (de) contract away the fiduciary duty owed to the Limited Partner and the Special Limited Partner at common law; (ef) take any action which would cause the Apartment Housing to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Apartment Housing, as a "qualified low income housing project" under Section 42(g)(1) of the Code, as amended, or any successor thereto, or which would cause the Limited Partner to fail to obtain the Projected Tax Credits or which would cause the recapture of any LIHTC; (fg) make any expenditure of funds, or commit to make any such expenditure, other than in response to an emergency, except as provided for in the annual budget approved by the Special Limited Partner, as provided in Section 14.3(i) hereof; (gh) cause the merger or other reorganization of the Partnership; (hi) dissolve the Partnership, or sell or dispose of all or substantially all of the Partnership's assets; (ij) acquire any real or personal property (tangible or intangible) in addition to the Apartment Housing the aggregate value of which shall exceed $10,000 (other than easement or similar rights necessary or appropriate for the operation of the Apartment Housing); (jk) become personally liable on or in respect of, or guarantee, the Mortgage or any other indebtedness of the PartnershipPartnership or any Person; (kl) loan any money on behalf of the Partnership or pay any salary, fees or other compensation to a General Partner or any Affiliate thereof, except as authorized by Section 9.2 and Section 9.9 hereof or specifically provided for in this Agreement; (lm) terminate the services of substitute the Accountant, Inspecting ArchitectConstruction Inspector, Contractor or Management Agent, as named herein, or terminate, amend or modify the Management Agreement, Construction Contract or any other Project Document, or grant any material waiver or consent thereunder; (mn) change the nature of the business of the Partnership or cause the Partnership to redeem or repurchase all or any portion of the Interest of a Partner; (no) cause the Partnership to convert the Apartment Housing to cooperative or condominium ownership; (op) cause or permit the Partnership to make loans to the General Partner or any Affiliate; (pq) bring or defend, pay, collect, compromise, arbitrate, resort to legal action or otherwise adjust claims or demands of or against the Partnership except as otherwise provided in this Agreement; orPartnership; (qr) agree or consent to any changes in the Plans and Specifications, to any change orders, or to any of the terms and provisions of the Construction Contract; (s) cause any funds to be paid to the General Partner or its Affiliates for laundry service, cable hook-up, telephone connection, computer access, satellite connection, compliance monitoring, initial rental set-up fee or similar service or fee; (t) on behalf of the Partnership, file or cause to be filed a voluntary petition in bankruptcy under the Federal Bankruptcy Code, or file or cause to be filed a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or rule; (u) settle any audit with the Internal Revenue Service concerning the adjustment or readjustment of any Partnership tax item, extend any statute of limitations, or initiate or settle any judicial review or action concerning the amount or character of any Partnership tax item; or (v) make, amend or revoke any tax election.

Restrictions on Authority of General Partner. Without the Consent of the Special Limited Partner the General Partner shall not: (a) sell, exchange, lease or otherwise dispose of the Apartment Housing; (b) incur indebtedness other than the Construction Loan and Mortgage Loan in the name of the Partnership; (c) engage in any transaction not expressly contemplated by this Agreement in which the General Partner has an actual or potential conflict of interest with the Limited Partner or the Special Limited Partner; (d) contract away the fiduciary duty owed to the Limited Partner and the Special Limited Partner at common law; (e) take any action which would cause the Apartment Housing to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Apartment Housing, as a "qualified low income housing project" under Section 42(g)(1) of the Code, as amended, or any successor thereto, or which would cause the Limited Partner to fail to obtain the Projected Tax Credits or which would cause the recapture of any LIHTC; (f) make any expenditure of funds, or commit to make any such expenditure, other than in response to an emergency, except as provided for in the annual budget approved by the Special Limited Partner, as provided in Section 14.3(i) hereof; (g) cause the merger or other reorganization of the Partnership; (h) dissolve the Partnership; (i) acquire any real or personal property (tangible or intangible) in addition to the Apartment Housing the aggregate value of which shall exceed $10,000 (other than easement or similar rights necessary or appropriate for the operation of the Apartment Housing); (j) become personally liable on or in respect of, or guarantee, the Mortgage or any other indebtedness of the Partnership; (k) pay any salary, fees or other compensation to a General Partner or any Affiliate thereof, except as authorized by Section 9.2 and Section 9.9 hereof or specifically provided for in this Agreement; (l) terminate the services of the Accountant, Inspecting Architect, Contractor or Management Agent, or terminate, amend or modify the Construction Contract or any other Project Document, or grant any material waiver or consent thereunder; (m) cause the Partnership to redeem or repurchase all or any portion of the Interest of a Partner; (n) cause the Partnership to convert the Apartment Housing to cooperative or condominium ownership; (o) cause or permit the Partnership to make loans to the General Partner or any Affiliate; (p) bring or defend, pay, collect, compromise, arbitrate, resort to legal action or otherwise adjust claims or demands of or against the Partnership except as otherwise provided in this Agreement; or (q) agree or consent to any changes in the Plans and Specifications, to any change orders, or to any of the terms and provisions of the Construction Contract.

Restrictions on Authority of General Partner. Without the Consent of the Special Limited Partner the General Partner shall not: (a) sell, exchange, lease (except in the normal course of business to Qualified Tenants) or otherwise dispose of the Apartment Housing; (b) incur indebtedness other than the Construction Loan and Mortgage Loan in the name of the Partnership, other than in the ordinary course of the Partnership's business; (c) engage in any transaction not expressly contemplated by this Agreement in which the General Partner has an actual or potential conflict of interest with the Limited Partner or the Special Limited Partner; (d) contract away the fiduciary duty owed to the Limited Partner and the Special Limited Partner at common law; (e) take any action which would cause the Apartment Housing to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Apartment Housing, as a "qualified low income housing project" under Section 42(g)(1) of the Code, as amended, or any successor thereto, or which would cause the Limited Partner to fail to obtain the Projected Tax Credits or which would cause the recapture of any LIHTC; (f) make any expenditure of funds, or commit to make any such expenditure, other than in response to an emergency, except as provided for in the annual budget approved by the Special Limited Partner, as provided in Section 14.3(i) hereof; (g) cause the merger or other reorganization of the Partnership; (h) dissolve the Partnership, except as provided in this Agreement; (i) acquire any real or personal property (tangible or intangible) in addition to the Apartment Housing the aggregate value of which shall exceed $10,000 (other than easement or similar rights necessary or appropriate for the operation of the Apartment Housing); (j) become personally liable on or in respect of, or guarantee, the Mortgage or any other indebtedness of the Partnership; (k) pay any salary, fees or other compensation to a General Partner or any Affiliate thereof, except as authorized by Section 9.2 and Section 9.9 hereof or specifically provided for in this Agreement; (l) terminate the services of the Accountant, Inspecting ArchitectConstruction Inspector, Contractor or Management Agent, or terminate, amend or modify the Construction Contract or any other Project Document, or grant any material waiver or consent thereunder; (m) cause the Partnership to redeem or repurchase all or any portion of the Interest of a Partner, except as set forth in this Agreement; (n) cause the Partnership to convert the Apartment Housing to cooperative or condominium ownership; (o) cause or permit the Partnership to make loans to the General Partner or any Affiliate; (p) bring or defend, pay, collect, compromise, arbitrate, resort to legal action or otherwise adjust claims or demands of or against the Partnership except as otherwise provided in this Agreement; orPartnership; (q) agree or consent to any material changes in the Plans and Specifications, to any change ordersorders in excess of $10,000 or $25,000 cumulatively, or to any other of the terms and provisions of the Construction Contract; (r) on behalf of the Partnership, file or cause to be filed a voluntary petition in bankruptcy under the Federal Bankruptcy Code, or file or cause to be filed a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or rule; or (s) settle any audit with the Internal Revenue Service concerning the adjustment or readjustment of any Partnership tax item, extend any statute of limitations, or initiate or settle any judicial review or action concerning the amount or character of any Partnership tax item.

Restrictions on Authority of General Partner. Without the Consent of the Special Limited Partner the General Partner shall not: (a) sell, exchange, lease (except in the normal course of business to Qualified Tenants and as provided in leases entered into prior to the date hereof), modify the terms of any lease (whether existing as of the date hereof or entered into after the date hereof), or otherwise dispose of the Apartment Housing; (b) incur indebtedness other than the Mortgage Loan in the name of the PartnershipPartnership other than the Second Loan and Mortgage; (c) use Partnership assets, property or Improvements to secure the debt of any Partners, their Affiliates, or any third party; (d) engage in any transaction not expressly contemplated by this Agreement in which the General Partner has an actual or potential conflict of interest with the Limited Partner or the Special Limited Partner; (de) contract away the fiduciary duty owed to the Limited Partner and the Special Limited Partner at common law; (ef) take any action which would cause the Apartment Housing to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Apartment Housing, as a "qualified low income housing project" under Section 42(g)(1) of the Code, as amended, or any successor thereto, or which would cause the Limited Partner to fail to obtain the Projected Tax Credits or which would cause the recapture of any LIHTC; (fg) make any expenditure of funds, or commit to make any such expenditure, other than in response to an emergency, except as provided for in the annual budget approved by the Special Limited Partner, as provided in Section 14.3(i) hereof; (gh) cause the merger or other reorganization of the Partnership; (hi) dissolve the Partnership; (ij) acquire any real or personal property (tangible or intangible) in addition to the Apartment Housing the aggregate value of which shall exceed $10,000 (other than easement or similar rights necessary or appropriate for the operation of the Apartment Housing); (jk) become personally liable on or in respect of, or guarantee, the Mortgage Mortgage, the Second Loan or any other indebtedness of the Partnership; (kl) pay any salary, fees or other compensation to a General Partner or any Affiliate thereof, except as authorized by Section 9.2 and Section 9.9 hereof hereof, for employees of the Management Agent which are part of the approved Operating Budget, or specifically provided for in this Agreement; (lm) terminate the services of substitiute the Accountant, Inspecting ArchitectConstruction Inspector, Contractor or Management Agent, as named herein, or terminate, amend or modify the Construction Contract or any other Project Document, or grant any material waiver or consent thereunder; (mn) cause the Partnership to redeem or repurchase all or any portion of the Interest of a Partner; (no) cause the Partnership to convert the Apartment Housing to cooperative or condominium ownership; (op) cause or permit the Partnership to make loans to the General Partner or any Affiliate; (pq) bring or defend, pay, collect, compromise, arbitrate, resort to legal action or otherwise adjust claims or demands of or against the Partnership except as otherwise Partnership, provided in this Agreement; orthat Consent shall not be required if such claim or demand relates to a tenant dispute concerning a monetary amount less than $3,000; (qr) agree or consent to any changes in the Plans and Specifications, to any change orders, or to any of the terms and provisions of the Construction Contract provided that Consent shall not be required for a change to a single line item in the Construction Contract of less than $1,500, provided further that such changes shall not exceed an aggregate of $15,000, or if such change does not reduce the scope of work or the total price contained in the Construction Contract; (s) cause any funds to be paid to the General Partner or its Affiliates for laundry service, cable hook-up, telephone connection, computer access, satellite connection, compliance monitoring, initial rental set-up fee or similar service or fee; (t) on behalf of the Partnership, file or cause to be filed a voluntary petition in bankruptcy under the Federal Bankruptcy Code, or file or cause to be filed a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or rule; (u) directly or indirectly transfer control of the General Partner unless said control is transferred to an Affiliate of Star-Holdings of Illinois, L.L.C. and the replacement General Partner would not be in voliation of any other provisions of the Agreement; or (v) settle any audit with the Internal Revenue Service concerning the adjustment or readjustment of any Partnership tax item, extend any statute of limitations, or initiate or settle any judicial review or action concerning the amount or character of any Partnership tax item.

Restrictions on Authority of General Partner. Without the Consent of the Special Limited Partner the General Partner shall not: (a) sell, exchange, lease (except in the normal course of business to Qualified Tenants) or otherwise dispose of the Apartment Housing; (b) incur indebtedness other than the Mortgage Loan in the name of the PartnershipPartnership other than the Construction Loan and Mortgage, including, but not limited to, refinancing, prepaying, or modifying the Construction Loan or Mortgage; (c) use Partnership assets, property or Improvements to secure the debt of any Partners, their Affiliates, or any third party; (d) engage in any transaction not expressly contemplated by this Agreement Agreement, except for the acquisition of Xxxxxx Mae's Retirement Village in Chickasha, Oklahoma by Chickasha Senior, LP, in which the General Partner has an actual or potential conflict of interest with the Limited Partner or the Special Limited Partner; (de) contract away the fiduciary duty owed to the Limited Partner and the Special Limited Partner at common law; (ef) take any action which would cause the Apartment Housing to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Apartment Housing, as a "qualified low income housing project" under Section 42(g)(1) of the Code, as amended, or any successor thereto, or which would cause the Limited Partner to fail to obtain the Projected Tax Credits or which would cause the recapture of any LIHTCLIHTC ; (fg) make any expenditure of funds, or commit to make any such expenditure, other than in response to an emergency, except as provided for in the annual budget approved by the Special Limited Partner, as provided in Section 14.3(i) hereof; (gh) cause the merger or other reorganization of the Partnership; (hi) dissolve the Partnership, or sell or dispose of all or substantially all of the Partnership's assets; (ij) acquire any real or personal property (tangible or intangible) in addition to the Apartment Housing the aggregate value of which shall exceed $10,000 (other than easement or similar rights necessary or appropriate for the operation of the Apartment Housing); (jk) become personally liable on or in respect of, or guarantee, the Mortgage or any other indebtedness of the Partnership; (kl) loan any money on behalf of the Partnership or pay any salary, fees or other compensation to a General Partner or any Affiliate thereof, except as authorized by Section 9.2 and Section 9.9 hereof or specifically provided for in this Agreement; (lm) terminate the services of substitute the Accountant, Inspecting ArchitectConstruction Inspector, Contractor or Management Agent, as named herein, or terminate, amend or modify the Construction Contract or any other Project Document, or grant any material waiver or consent thereunder; (mn) change the nature of the business of the Partnership or cause the Partnership to redeem or repurchase all or any portion of the Interest of a Partner; (no) cause the Partnership to convert the Apartment Housing to cooperative or condominium ownership; (op) cause or permit the Partnership to make loans to the General Partner or any Affiliate; (pq) bring or defend, pay, collect, compromise, arbitrate, resort to legal action or otherwise adjust claims or demands of or against the Partnership except as otherwise provided in this Agreement; orPartnership; (qr) agree or consent to any changes in the Plans and Specifications, to any change orders, or to any of the terms and provisions of the Construction Contract; (s) cause any funds to be paid to the General Partner or its Affiliates for laundry service, cable hook-up, telephone connection, computer access, satellite connection, compliance monitoring, initial rental set-up fee or similar service or fee; (t) on behalf of the Partnership, file or cause to be filed a voluntary petition in bankruptcy under the Federal Bankruptcy Code, or file or cause to be filed a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or rule; (u) settle any audit with the Internal Revenue Service concerning the adjustment or readjustment of any Partnership tax item, extend any statute of limitations, or initiate or settle any judicial review or action concerning the amount or character of any Partnership tax item; or (v) make, amend or revoke any tax election.

Restrictions on Authority of General Partner. Without the Consent of the Special Limited Partner the General Partner shall not: (a) sell, exchange, lease or otherwise dispose of the Apartment Housing; (b) incur indebtedness other than the Mortgage Loan in the name of the Partnership; (c) engage in any transaction not expressly contemplated by this Agreement in which the General Partner has an actual or potential conflict of interest with the Limited Partner or the Special Limited Partner; (d) contract away the fiduciary duty owed to the Limited Partner and the Special Limited Partner at common law; (e) take any action which would cause the Apartment Housing to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Apartment Housing, as a "qualified low income housing project" under Section 42(g)(1) of the Code, as amended, or any successor thereto, or which would cause the Limited Partner to fail to obtain the Projected Tax Credits or which would cause the recapture of any LIHTC; (f) make any expenditure of funds, or commit to make any such expenditure, other than in response to an emergency, except as provided for in the annual budget approved by the Special Limited Partner, as provided in Section 14.3(i) hereof; (g) cause the merger or other reorganization of the Partnership; (h) dissolve the Partnership; (i) acquire any real or personal property (tangible or intangible) in addition to the Apartment Housing the aggregate value of which shall exceed $10,000 (other than easement or similar rights necessary or appropriate for the operation of the Apartment Housing); (j) become personally liable on or in respect of, or guarantee, the Mortgage or any other indebtedness of the Partnership; (k) pay any salary, fees or other compensation to a General Partner or any Affiliate thereof, except as authorized by Section 9.2 and Section 9.9 hereof or specifically provided for in this Agreement; (l) terminate the services of the Accountant, Inspecting Architect, Contractor or Management Agent, or terminate, amend or modify the Construction Contract or any other Project Document, or grant any material waiver or consent thereunder; (m) cause the Partnership to redeem or repurchase all or any portion of the Interest of a Partner; (n) cause the Partnership to convert the Apartment Housing to cooperative or condominium ownership; (o) cause or permit the Partnership to make loans to the General Partner or any Affiliate; (p) bring or defend, pay, collect, compromise, arbitrate, resort to legal action or otherwise adjust claims or demands of or against the Partnership except as otherwise provided in this Agreement; or (q) agree or consent to any changes in the Plans and Specifications, to any change orders, or to any of the terms and provisions of the Construction Contract.

Restrictions on Authority of General Partner. Without the Consent of the Special Limited Partner Partner, the General Partner shall not: (a) sell, exchange, lease (except in the normal course of business to Qualified Tenants) or otherwise dispose of the Apartment Housing; (b) incur indebtedness other than the Mortgage Loan in the name of the PartnershipPartnership other than the Construction Loan and Mortgage, including, but not limited to, refinancing, prepaying, or modifying the Construction Loan or Mortgage, notwithstanding the foregoing, the General Partner may execute the Omnibus Amendments to the Xxxxx Fargo Bank Loan Documents, dated as of June 8, 2007; (c) use Partnership assets, property or Improvements to secure the debt of any Partners, their Affiliates, or any third party; (d) engage in any transaction not expressly contemplated by this Agreement in which the General Partner has an actual or potential conflict of interest with the Limited Partner or the Special Limited Partner; (de) contract away the fiduciary duty owed to the Limited Partner and the Special Limited Partner at common law; (ef) take any action which would cause the Apartment Housing to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Apartment Housing, as a "qualified low income housing project" under Section 42(g)(1) of the Code, as amended, or any successor thereto, or which would cause the Limited Partner to fail to obtain the Projected Tax Credits or which would cause the recapture of any LIHTC; (fg) make any expenditure of funds, or commit to make any such expenditure, other than in response to an emergency, except as provided for in the annual budget approved by the Special Limited Partner, as provided in Section 14.3(i) hereof; (gh) cause the merger or other reorganization of the Partnership; (hi) dissolve the Partnership, or sell or dispose of all or substantially all of the Partnership's assets; (ij) acquire any real or personal property (tangible or intangible) in addition to the Apartment Housing the aggregate value of which shall exceed $10,000 (other than easement or similar rights necessary or appropriate for the operation of the Apartment Housing); (jk) become personally liable on or in respect of, or guarantee, the Mortgage or any other indebtedness of the PartnershipPartnership or any Person; (kl) loan any money on behalf of the Partnership or pay any salary, fees or other compensation to a General Partner or any Affiliate thereof, except as authorized by Section 9.2 and Section 9.9 hereof or specifically provided for in this Agreement; (lm) terminate the services of substitute the Accountant, Inspecting ArchitectConstruction Inspector, Contractor or Management Agent, as named herein, or terminate, amend or modify the Construction Contract or any other Project Document, or grant any material waiver or consent thereunder; (mn) change the nature of the business of the Partnership or cause the Partnership to redeem or repurchase all or any portion of the Interest of a Partner; (no) cause the Partnership to convert the Apartment Housing to cooperative or condominium ownership; (op) cause or permit the Partnership to make loans to the General Partner or any Affiliate; (pq) bring or defend, pay, collect, compromise, arbitrate, resort to legal action or otherwise adjust claims or demands of or against the Partnership except as otherwise provided in this Agreement; orPartnership; (qr) agree or consent to any changes in the Plans and Specifications, to any change orders, or to any of the terms and provisions of the Construction Contract; (s) cause any funds to be paid to the General Partner or its Affiliates for laundry service, cable hook-up, telephone connection, computer access, satellite connection, compliance monitoring, initial rental set-up fee or similar service or fee; (t) on behalf of the Partnership, file or cause to be filed a voluntary petition in bankruptcy under the Federal Bankruptcy Code, or file or cause to be filed a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or rule; (u) make an application for any additional tax credits pursuant to State law or historic tax credits pursuant to Section 47 of the Code; (v) settle any audit with the Internal Revenue Service concerning the adjustment or readjustment of any Partnership tax item, extend any statute of limitations, or initiate or settle any judicial review or action concerning the amount or character of any Partnership tax item; or (w) make, amend or revoke any tax election.

Restrictions on Authority of General Partner. Without the Consent of the Special Limited Partner Partner, the General Partner shall not: (a) sell, exchange, lease (except in the normal course of business to Qualified Tenants and as provided in leases entered into prior to the date hereof), modify the terms of any lease (whether existing as of the date hereof or entered into after the date hereof), or otherwise dispose of the Apartment Housing; (b) incur indebtedness other than the Mortgage Loan in the name of the PartnershipPartnership other than the Construction Loan, the Mortgage or trade payables in the ordinary course of business; (c) use Partnership assets, property or Improvements to secure the debt of any Partners, their Affiliates, or any third party; (d) engage in any transaction not expressly contemplated by this Agreement in which the General Partner has an actual or potential conflict of interest with the Limited Partner or the Special Limited PartnerPartner other than transaction disclosed to the Limited Partner prior to the date of this Agreement; (de) contract away the fiduciary duty owed to the Limited Partner and the Special Limited Partner at common law; (ef) take any action which would cause the Apartment Housing to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Apartment Housing, as a "qualified low income housing project" under Section 42(g)(1) of the Code, as amended, or any successor thereto, or which would cause the Limited Partner to fail to obtain the Projected Tax Credits or which would cause the recapture of any LIHTC; (fg) make any expenditure of funds, or commit to make any such expenditure, other than in response to an emergency, except as provided for in the annual budget approved by the Special Limited Partner, as provided in Section 14.3(i) hereof, or in other provisions of this Agreement; (gh) cause the merger or other reorganization of the Partnership; (hi) dissolve the Partnership; (ij) acquire any real or personal property (tangible or intangible) in the name of the Partnership in addition to the Apartment Housing the aggregate value of which shall exceed $10,000 (other than easement or similar rights necessary or appropriate for the operation of the Apartment Housing); (jk) become personally liable on or in respect of, or guarantee, the Mortgage or any other indebtedness of the Partnership; (kl) pay any salary, fees or other compensation to a General Partner or any Affiliate thereof, except as authorized by Section 9.2 and Section 9.9 hereof or specifically provided for in this Agreement; (lm) terminate the services of the Accountant, Inspecting ArchitectConstruction Inspector, Contractor or Management Agent, or terminate, amend or modify the Construction Contract or any other Project Document, or grant any material waiver or consent thereunder; (mn) cause the Partnership to redeem or repurchase all or any portion of the Interest of a Partner; (n) cause the Partnership to convert the Apartment Housing to cooperative or condominium ownership; (o) cause or permit the Partnership to make loans to the General Partner or any Affiliate; (p) bring or defend, pay, collect, compromise, arbitrate, resort to legal action or otherwise adjust claims or demands of or against the Partnership except as otherwise Partnership, provided in this Agreement; orthat Consent shall not be required if such claim or demand relates to a tenant dispute concerning a monetary amount less than $1,000; (q) agree or consent to any changes in the Plans and Specifications, to any change orders, or to any of the terms and provisions of the Construction ContractContract provided that Consent shall not be required for a change to a single line item in the Construction Contract of less than $1,500, provided further that such changes shall not exceed an aggregate of $15,000; (r) cause any funds to be paid to the General Partner or its Affiliates for laundry service, calble hook-up, telephone connection, computer access, satellite connection, compliance monitoring, initial rental set-up fee or similar service or fee; (s) on behalf of the Partnership, file or cause to be filed a voluntary petition in bankruptcy under the Federal Bankruptcy Code, or file or cause to be filed a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or rule; or (t) settle any audit with the Internal Revenue Service concerning the adjustment or readjustment of any Partnership tax item, extend any statute of limitations, or initiate or settle any judicial review or action concerning the amount or character of any Partnership tax item.

Restrictions on Authority of General Partner. Without the Consent of the Special Limited Partner the General Partner shall not: (a) sell, exchange, lease (except in the normal course of business to Qualified Tenants) or otherwise dispose of the Apartment Housing; (b) incur indebtedness other than the Mortgage Loan in the name of the PartnershipPartnership other than the Mortgage; (c) use Partnership assets, property or Improvements to secure the debt of any Partners, their Affiliates, or any third party; (d) engage in any transaction not expressly contemplated by this Agreement in which the General Partner has an actual or potential conflict of interest with the Limited Partner or the Special Limited Partner; (de) contract away the fiduciary duty owed to the Limited Partner and the Special Limited Partner at common law; (ef) take any action which would cause the Apartment Housing to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Apartment Housing, as a "qualified low income housing project" under Section 42(g)(1) of the Code, as amended, or any successor thereto, or which would cause the Limited Partner to fail to obtain the Projected Tax Credits or which would cause the recapture of any LIHTC; (fg) make any expenditure of funds, or commit to make any such expenditure, other than in response to an emergency, except as provided for in the annual budget approved by the Special Limited Partner, as provided in Section 14.3(i) hereof; (gh) cause the merger or other reorganization of the Partnership; (hi) dissolve the Partnership; (ij) acquire any real or personal property (tangible or intangible) in addition to the Apartment Housing the aggregate value of which shall exceed $10,000 (other than easement or similar rights necessary or appropriate for the operation of the Apartment Housing); (jk) become personally liable on or in respect of, or guarantee, the Mortgage or any other indebtedness of the Partnership; (kl) pay any salary, fees or other compensation to a General Partner or any Affiliate thereof, except as authorized by Section 9.2 and Section 9.9 hereof or specifically provided for in this Agreement; (lm) terminate the services of substitute the Accountant, Inspecting ArchitectConstruction Inspector, Contractor or Management Agent, as named herein, or terminate, amend or modify the Construction Contract or any other Project Document, or grant any material waiver or consent thereunder; ; (mn) cause the Partnership to redeem or repurchase all or any portion of the Interest of a Partner; (n) cause the Partnership to convert the Apartment Housing to cooperative or condominium ownership; (o) cause or permit the Partnership to make loans to the General Partner or any Affiliate; (p) bring or defend, pay, collect, compromise, arbitrate, resort to legal action or otherwise adjust claims or demands of or against the Partnership except as otherwise provided in this Agreement; or (q) agree or consent to any changes in the Plans and Specifications, to any change orders, or to any of the terms and provisions of the Construction Contract.

Restrictions on Authority of General Partner. Without the Consent of the Special Limited Partner the General Partner shall not: (a) sell, exchange, lease (except in the normal course of business to Qualified Tenants) or otherwise dispose of the Apartment Housing; (b) incur indebtedness other than the Mortgage Loan in the name of the PartnershipPartnership other than the Construction Loan and Mortgage, including, but not limited to, refinancing, prepaying, or modifying the Construction Loan or Mortgage; (c) use Partnership assets, property or Improvements to secure the debt of any Partners, their Affiliates, or any third party; (d) engage in any transaction not expressly contemplated by this Agreement in which the General Partner has an actual or potential conflict of interest with the Limited Partner or the Special Limited Partner; (de) contract away the fiduciary duty owed to the Limited Partner and the Special Limited Partner at common law; (ef) take any action which would cause the Apartment Housing to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Apartment Housing, as a "qualified low income housing project" under Section 42(g)(1) of the Code, as amended, or any successor thereto, or which would cause the Limited Partner to fail to obtain the Projected Tax Credits or which would cause the recapture of any LIHTC; (fg) make any expenditure of funds, or commit to make any such expenditure, other than in response to an emergency, except as provided for in the annual budget approved by the Special Limited Partner, as provided in Section 14.3(i) hereof; (gh) cause the merger or other reorganization of the Partnership; (hi) dissolve the Partnership, or sell or dispose of all or substantially all of the Partnership's assets; (ij) acquire any real or personal property (tangible or intangible) in addition to the Apartment Housing the aggregate value of which shall exceed $10,000 (other than easement or similar rights necessary or appropriate for the operation of the Apartment Housing); (jk) become personally liable on or in respect of, or guarantee, the Mortgage or any other indebtedness of the Partnership, or any Person; (kl) loan any money on behalf of the Partnership or pay any salary, fees or other compensation to a General Partner or any Affiliate thereof, except as authorized by Section 9.2 and Section 9.9 hereof or specifically provided for in this Agreement; (lm) terminate the services of substitute the Accountant, Inspecting ArchitectConstruction Inspector, Contractor or Management Agent, as named herein, or terminate, amend or modify the Construction Contract or any other Project Document, or grant any material waiver or consent thereunder; (mn) cause the Partnership to redeem or repurchase all or any portion of the Interest of a Partner; (no) change the nature of the business of the Partnership or cause the Partnership to convert the Apartment Housing to cooperative or condominium ownership; (op) cause or permit the Partnership to make loans to the General Partner or any Affiliate; (pq) bring or defend, pay, collect, compromise, arbitrate, resort to legal action or otherwise adjust claims or demands of or against the Partnership except as otherwise provided in this Agreement; orPartnership; (qr) reduce the amount of a construction budget line item (other than the construction contingency) to provide funds for an overage in another construction budget line item, agree or consent to any changes in the Plans and Specifications, to any change orders, or to any of the terms and provisions of the Construction Contract; (s) cause any funds to be paid to the General Partner or its Affiliates for laundry service, cable hook-up, telephone connection, computer access, satellite connection, compliance monitoring, initial rental set-up fee or similar service or fee; (t) on behalf of the Partnership, file or cause to be filed a voluntary petition in bankruptcy under the Federal Bankruptcy Code, or file or cause to be filed a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or rule; (u) notwithstanding the provisions set forth in Section 17.11, settle any audit with the Internal Revenue Service concerning the adjustment or readjustment of any Partnership tax item, extend any statute of limitations, or initiate or settle any judicial review or action concerning the amount or character of any Partnership tax item; or (v) make, amend, or revoke any tax election.

Restrictions on Authority of General Partner. Without the Consent of the Special Limited Partner the General Partner shall not: (a) sell, exchange, lease (except in the normal course of business to Qualified Tenants) or otherwise dispose of the Apartment Housing; (b) incur indebtedness in the name of the Partnership other than the Construction Loan and Mortgage Loan in the name of the Partnership; (c) use Partnership assets, property or Improvements to secure the debt of any Partners, their Affiliates, or any third party; (d) engage in any transaction not expressly contemplated by this Agreement in which the General Partner has an actual or potential conflict of interest with the Limited Partner or the Special Limited Partner; (de) contract away the fiduciary duty owed to the Limited Partner and the Special Limited Partner at common law; (ef) take any action which would cause the Apartment Housing to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Apartment Housing, as a "qualified low income housing project" under Section 42(g)(1) of the Code, as amended, or any successor thereto, or which would cause the Limited Partner to fail to obtain the Projected Tax Credits or which would cause the recapture of any LIHTC; (fg) make any expenditure of funds, or commit to make any such expenditure, other than in response to an emergency, except as provided for in the annual budget approved by the Special Limited Partner, as provided in Section 14.3(i) hereof; (gh) cause the merger or other reorganization of the Partnership; (hi) dissolve the Partnership; (ij) acquire any real or personal property (tangible or intangible) in addition to the Apartment Housing the aggregate value of which shall exceed $10,000 (other than easement or similar rights necessary or appropriate for the operation of the Apartment Housing); (jk) become personally liable on or in respect of, or guarantee, the Mortgage or any other indebtedness of the Partnership; (kl) pay any salary, fees or other compensation to a General Partner or any Affiliate thereof, except as authorized by Section 9.2 and Section 9.9 hereof or specifically provided for in this Agreement; (lm) terminate the services of the Accountant, Inspecting Architect, Contractor or Management Agent, or terminate, amend or modify the Construction Contract or any other Project Document, or grant any material waiver or consent thereunder; (mn) cause the Partnership to redeem or repurchase all or any portion of the Interest of a Partner; (no) cause the Partnership to convert the Apartment Housing to cooperative or condominium ownership; (op) cause or permit the Partnership to make loans to the General Partner or any Affiliate; (pq) bring or defend, pay, collect, compromise, arbitrate, resort to legal action or otherwise adjust claims or demands of or against the Partnership except as otherwise provided in this Agreement; orPartnership; (qr) agree or consent to any changes in the Plans and Specifications, to any change orders, or to any of the terms and provisions of the Construction Contract; (s) cause any funds to be paid to the General Partner or its Affiliates for laundry service, cable hook-up, telephone connection, computer access, satellite connection, compliance monitoring, initial rental set-up fee or similar service or fee; (t) on behalf of the Partnership, file or cause to be filed a voluntary petition in bankruptcy under the Federal Bankruptcy Code, or file or cause to be filed a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or rule; or (u) settle any audit with the Internal Revenue Service concerning the adjustment or readjustment of any Partnership tax item, extend any statute of limitations, or initiate or settle any judicial review or action concerning the amount or character of any Partnership tax item.

Restrictions on Authority of General Partner. Without the Consent of the Special Limited Partner the General Partner shall not: (a) sell, exchange, lease (except in the normal course of business to Qualified Tenants) or otherwise dispose of the Apartment Housing; (b) incur indebtedness other than the Mortgage Loan in the name of the PartnershipPartnership other than the Mortgage; (c) use Partnership assets, property or Improvements to secure the debt of any Partners, their Affiliates, or any third party; (d) engage in any transaction not expressly contemplated by this Agreement in which the General Partner has an actual or potential conflict of interest with the Limited Partner or the Special Limited Partner; (de) contract away the fiduciary duty owed to the Limited Partner and the Special Limited Partner at common law; (ef) take any action which would cause the Apartment Housing to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Apartment Housing, as a "qualified low income housing project" under Section 42(g)(1) of the Code, as amended, or any successor thereto, or which would cause the Limited Partner to fail to obtain the Projected Tax Credits or which would cause the recapture of any LIHTC; (fg) make any expenditure of funds, or commit to make any such expenditure, other than in response to an emergency, except as provided for in the annual budget approved by the Special Limited Partner, as provided in Section 14.3(i) hereof; (gh) cause the merger or other reorganization of the Partnership; (hi) dissolve the Partnership; (ij) acquire any real or personal property (tangible or intangible) in addition to the Apartment Housing the aggregate value of which shall exceed $10,000 (other than easement or similar rights necessary or appropriate for the operation of the Apartment Housing); (jk) become personally liable on or in respect of, or guarantee, the Mortgage or any other indebtedness of the Partnership; (kl) pay any salary, fees or other compensation to a General Partner or any Affiliate thereof, except as authorized by Section 9.2 and Section 9.9 hereof or specifically provided for in this Agreement; (lm) terminate the services of substitute the Accountant, Inspecting ArchitectConstruction Inspector, Contractor or Management Agent, as named herein, or terminate, amend or modify the Construction Contract or any other Project Document, or grant any material waiver or consent thereunder; (mn) cause the Partnership to redeem or repurchase all or any portion of the Interest of a Partner; (no) cause the Partnership to convert the Apartment Housing to cooperative or condominium ownership; (op) cause or permit the Partnership to make loans to the General Partner or any Affiliate; (pq) bring or defend, pay, collect, compromise, arbitrate, resort to legal action or otherwise adjust claims or demands of or against the Partnership except as otherwise provided in this Agreement; orPartnership; (qr) agree or consent to any changes in the Plans and Specifications, to any change orders, or to any of the terms and provisions of the Construction Contract; (s) cause any funds to be paid to the General Partner or its Affiliates for laundry service, cable hook-up, telephone connection, computer access, satellite connection, compliance monitoring, initial rental set-up fee or similar service or fee; (t) on behalf of the Partnership, file or cause to be filed a voluntary petition in bankruptcy under the Federal Bankruptcy Code, or file or cause to be filed a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or rule; (u) settle any audit with the Internal Revenue Service concerning the adjustment or readjustment of any Partnership tax item, extend any statute of limitations, or initiate or settle any judicial review or action concerning the amount or character of any Partnership tax item; or (v) make, amend or revoke any tax election.

Restrictions on Authority of General Partner. Without the Consent of the Special Limited Partner the General Partner shall not: (a) sell, exchange, lease (except in the normal course of business to Qualified Tenants) or otherwise dispose of the Apartment Housing; (b) incur indebtedness other than the Construction Loan and Mortgage Loan in the name of the Partnership; (c) engage in any transaction not expressly contemplated by this Agreement in which the General Partner has an actual or potential conflict of interest with the Limited Partner or the Special Limited Partner; (d) contract away the fiduciary duty owed to the Limited Partner and the Special Limited Partner at common law; (e) take any action which would cause the Apartment Housing to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Apartment Housing, as a "qualified low income housing project" under Section 42(g)(1) of the Code, as amended, or any successor thereto, or which would cause the Limited Partner to fail to obtain the Projected Tax Credits or which would cause the recapture of any LIHTC; (f) make any expenditure of funds, or commit to make any such expenditure, other than in response to an emergency, except as provided for in the annual budget approved by the Special Limited Partner, as provided in Section 14.3(i) hereof; (g) cause the merger or other reorganization of the Partnership; (h) dissolve the Partnership; (i) acquire any real or personal property (tangible or intangible) in addition to the Apartment Housing the aggregate value of which shall exceed $10,000 (other than easement or similar rights necessary or appropriate for the operation of the Apartment Housing); (j) become personally liable on or in respect of, or guarantee, the Mortgage or any other indebtedness of the Partnership; (k) pay any salary, fees or other compensation to a General Partner or any Affiliate thereof, except as authorized by Section 9.2 and Section 9.9 hereof or specifically provided for in this Agreement; (l) terminate the services of the Accountant, Inspecting Architect, Contractor or Management Agent, or terminate, amend or modify the Construction Contract or any other Project Document, or grant any material waiver or consent thereunder; (m) cause the Partnership to redeem or repurchase all or any portion of the Interest of a Partner; (n) cause the Partnership to convert the Apartment Housing to cooperative coopera- tive or condominium ownership; (o) cause or permit the Partnership to make loans to the General Partner Part- ner or any Affiliate; (p) bring or defend, pay, collect, compromise, arbitrate, resort to legal action or otherwise adjust claims or demands of or against the Partnership except as otherwise provided in this AgreementPartnership; or (q) agree or consent to any changes in the Plans and Specifications, to any change orders, or to any of the terms and provisions of the Construction Contract.

Restrictions on Authority of General Partner. Without the Consent of the Special Limited Partner the General Partner shall not: (a) sell, exchange, lease (except in the normal course of business to Qualified Tenants) or otherwise dispose of the Apartment Housing; (b) incur indebtedness other than the Mortgage Loan in the name of the PartnershipPartnership other than the Construction Loan and Mortgage, including, but not limited to, refinancing, prepaying, or modifying the Construction Loan or Mortgage; (c) use Partnership assets, property or Improvements to secure the debt of any Partners, their Affiliates, or any third party; (d) engage in any transaction not expressly contemplated by this Agreement in which the General Partner has an actual or potential conflict of interest with the Limited Partner or the Special Limited Partner; (de) contract away the fiduciary duty owed to the Limited Partner and the Special Limited Partner at common law; (ef) take any action which would cause the Apartment Housing to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Apartment Housing, as a "qualified low income housing project" under Section 42(g)(1) of the Code, as amended, or any successor thereto, or which would cause the Limited Partner to fail to obtain the Projected Tax Credits or which would cause the recapture of any LIHTC; (fg) make any expenditure of funds, or commit to make any such expenditure, other than in response to an emergency, except as provided for in the annual budget approved by the Special Limited Partner, as provided in Section 14.3(i) hereof; (gh) cause the merger or other reorganization of the Partnership; (hi) dissolve the Partnership, or sell or dispose of all or substantially all of the Partnership's assets; (ij) acquire any real or personal property (tangible or intangible) in addition to the Apartment Housing the aggregate value of which shall exceed $10,000 (other than easement or similar rights necessary or appropriate for the operation of the Apartment Housing); (jk) become personally liable on or in respect of, or guarantee, the Mortgage or any other indebtedness of the PartnershipPartnership or any Person; (kl) loan any money on behalf of the Partnership or pay any salary, fees or other compensation to a General Partner or any Affiliate thereof, except as authorized by Section 9.2 and Section 9.9 hereof or specifically provided for in this Agreement; (lm) terminate the services of substitute the Accountant, Inspecting ArchitectConstruction Inspector, Contractor or Management Agent, as named herein, or terminate, amend or modify the Construction Contract or any other Project Document, or grant any material waiver or consent thereunder; (mn) change the nature of the business of the Partnership or cause the Partnership to redeem or repurchase all or any portion of the Interest of a Partner; (no) cause the Partnership to convert the Apartment Housing to cooperative or condominium ownership; (op) cause or permit the Partnership to make loans to the General Partner or any Affiliate; (pq) bring or defend, pay, collect, compromise, arbitrate, resort to legal action or otherwise adjust claims or demands of or against the Partnership except as otherwise provided in this Agreement; oran amount that exceeds $5,000; (qr) reduce the amount of a construction budget line item in excess of $5,000 (other than the construction contingency) to provide funds for an overage in another construction budget line item, agree or consent to any changes in the Plans and Specifications, to any change orders, or to any of the terms and provisions of the Construction Contract; (s) cause any funds to be paid to the General Partner or its Affiliates for laundry service, cable hook-up, telephone connection, computer access, satellite connection, compliance monitoring, initial rental set-up fee or similar service or fee; (t) on behalf of the Partnership, file or cause to be filed a voluntary petition in bankruptcy under the Federal Bankruptcy Code, or file or cause to be filed a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or rule; (u) settle any audit with the Internal Revenue Service concerning the adjustment or readjustment of any Partnership tax item, extend any statute of limitations, or initiate or settle any judicial review or action concerning the amount or character of any Partnership tax item; or (v) make, amend or revoke any tax election.

Restrictions on Authority of General Partner. Without the Consent of the Special Limited Partner the General Partner shall not: (a) sell, exchange, lease (except in the normal course of business to Qualified Tenants) or otherwise dispose of the Apartment Housing; (b) incur indebtedness other than the Construction Loan and Mortgage Loan in the name of the Partnership; (c) engage in any transaction not expressly contemplated by this Agreement in which the General Partner has an actual or potential conflict of interest with the Limited Partner or the Special Limited Partner; (d) contract away the fiduciary duty owed to the Limited Partner and the Special Limited Partner at common law; (e) take any action which would cause the Apartment Housing to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Apartment Housing, as a "qualified low income housing project" under Section 42(g)(1) of the Code, as amended, or any successor thereto, or which would cause the Limited Partner to fail to obtain the Projected Federal Tax Credits or Projected Federal Historic Tax Credits or which would cause the recapture of any LIHTCFEDERAL LIHTC or Federal Historic Credits; (f) make any expenditure of funds, or commit to make any such expenditure, other than in response to an emergency, except as provided for in the annual budget approved by the Special Limited Partner, as provided in Section 14.3(i14.3 (k) hereof; (g) cause the merger or other reorganization of the Partnership; (h) dissolve the Partnership; (i) acquire any real or personal property (tangible or intangible) in addition to the Apartment Housing the aggregate value of which shall exceed $10,000 (other than easement or similar rights necessary or appropriate for the operation of the Apartment Housing); (j) become personally liable on or in respect of, or guarantee, the Mortgage or any other indebtedness of the Partnership; (k) pay any salary, fees or other compensation to a General Partner or any Affiliate thereof, except as authorized by Section 9.2 and Section 9.9 hereof or specifically provided for in this Agreement; (l) terminate the services of the Accountant, Inspecting Architect, Contractor or Management Agent, or terminate, amend or modify the Construction Contract or any other Project Document, or grant any material waiver or consent thereunder; (m) cause the Partnership to redeem or repurchase all or any portion of the Interest of a Partner; (n) cause the Partnership to convert the Apartment Housing to cooperative or condominium ownership; (o) cause or permit the Partnership to make loans to the General Partner or any Affiliate; (p) bring or defend, pay, collect, compromise, arbitrate, resort to legal action or otherwise adjust claims or demands of or against the Partnership except as otherwise provided in this AgreementPartnership; or (q) agree or consent to any changes in the Plans and Specifications, to any change orders, or to any of the terms and provisions of the Construction Contract.

Restrictions on Authority of General Partner. Without the Consent of the Special Limited Partner the General Partner shall not: (a) sell, exchange, lease (except in the normal course of business to Qualified Tenants) or otherwise dispose of the Apartment Housing; (b) incur indebtedness other than the Mortgage Loan in the name of the PartnershipPartnership other than the Construction Loan and Mortgage, including, but not limited to, refinancing, prepaying, or modifying the Construction Loan or Mortgage; (c) use Partnership assets, property or Improvements to secure the debt of any Partners, their Affiliates, or any third party; (d) engage in any transaction not expressly contemplated by this Agreement in which the General Partner has an actual or potential conflict of interest with the Limited Partner Partner, the Georgia Limited Partner, or the Special Limited Partner; (de) contract away the fiduciary duty owed to the Limited Partner Partner, Georgia Limited Partner, and the Special Limited Partner at common law; (ef) take any action which would cause the Apartment Housing to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Apartment Housing, as a "qualified low income housing project" under Section 42(g)(1) of the Code, as amended, or any successor thereto, or which would cause the Limited Partner to fail to obtain the Projected Tax Credits or Projected Georgia Tax Credits or which would cause the recapture of any LIHTCLIHTC or GHTC; (fg) make any expenditure of funds, or commit to make any such expenditure, other than in response to an emergency, except as provided for in the annual budget approved by the Special Limited Partner, as provided in Section 14.3(i) hereof; (gh) cause the merger or other reorganization of the Partnership; (hi) dissolve the Partnership, or sell or dispose of all or substantially all of the Partnership's assets; (ij) acquire any real or personal property (tangible or intangible) in addition to the Apartment Housing the aggregate value of which shall exceed $10,000 (other than easement or similar rights necessary or appropriate for the operation of the Apartment Housing); (jk) become personally liable on or in respect of, or guarantee, the Mortgage or any other indebtedness of the PartnershipPartnership or any Person; (kl) loan any money on behalf of the Partnership or pay any salary, fees or other compensation to a General Partner or any Affiliate thereof, except as authorized by Section 9.2 and Section 9.9 hereof or specifically provided for in this Agreement; (lm) terminate the services of substitute the Accountant, Inspecting ArchitectConstruction Inspector, Contractor or Management Agent, as named herein, or terminate, amend or modify the Construction Contract or any other Project Document, or grant any material waiver or consent thereunder; (mn) change the nature of the business of the Partnership or cause the Partnership to redeem or repurchase all or any portion of the Interest of a Partner; (no) cause the Partnership to convert the Apartment Housing to cooperative or condominium ownership; (op) cause or permit the Partnership to make loans to the General Partner or any Affiliate; (pq) bring or defend, pay, collect, compromise, arbitrate, resort to legal action or otherwise adjust claims or demands of or against the Partnership except as otherwise provided in this Agreement; orPartnership; (qr) without the consent of the Special Limited Partner, reduce the amount of a construction budget line item by more than 5% (other than the construction contingency) to provide funds for an overage in another construction budget line item, agree or consent to any changes in the Plans and Specifications, to any change orders, or to any of the terms and provisions of the Construction Contract; (s) cause any funds to be paid to the General Partner or its Affiliates for laundry service, cable hook-up, telephone connection, computer access, satellite connection, compliance monitoring, initial rental set-up fee or similar service or fee; (t) on behalf of the Partnership, file or cause to be filed a voluntary petition in bankruptcy under the Federal Bankruptcy Code, or file or cause to be filed a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or rule; (u) settle any audit with the Internal Revenue Service concerning the adjustment or readjustment of any Partnership tax item, extend any statute of limitations, or initiate or settle any judicial review or action concerning the amount or character of any Partnership tax item; or (v) make, amend or revoke any tax election.

Restrictions on Authority of General Partner. Without the Consent of the Special Limited Partner the General Partner shall not: (a) sell, exchange, lease or otherwise dispose of the Apartment Housing; (b) incur indebtedness other than the Mortgage Loan in the name of the Partnership; (c) use Partnership assets, property or Improvements to secure the debt of any Partners, their Affiliates, or any third party; (d) engage in any transaction not expressly contemplated by this Agreement in which the General Partner has an actual or potential conflict of interest with the Limited Partner or the Special Limited Partner; (de) contract away the fiduciary duty owed to the Limited Partner and the Special Limited Partner at common law; (ef) take any action which would cause the Apartment Housing to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Apartment Housing, as a "qualified low income housing project" under Section 42(g)(1) of the Code, as amended, or any successor thereto, or which would cause the Limited Partner to fail to obtain the Projected Tax Credits or which would cause the recapture of any LIHTC; (fg) make any expenditure of funds, or commit to make any such expenditure, other than in response to an emergency, except as provided for in the annual budget approved by the Special Limited Partner, as provided in Section 14.3(i) hereof; (gh) cause the merger or other reorganization of the Partnership; (hi) dissolve the Partnership; (ij) acquire any real or personal property (tangible or intangible) in addition to the Apartment Housing the aggregate value of which shall exceed $10,000 (other than easement or similar rights necessary or appropriate for the operation of the Apartment Housing); (jk) become personally liable on or in respect of, or guarantee, the Mortgage or any other indebtedness of the Partnership; (kl) pay any salary, fees or other compensation to a General Partner or any Affiliate thereof, except as authorized by Section 9.2 and Section 9.9 hereof or specifically provided for in this Agreement; (lm) terminate the services of the Accountant, Inspecting Architect, Contractor or Management Agent, or terminate, amend or modify the Construction Contract or any other Project Document, or grant any material waiver or consent thereunder; (mn) cause the Partnership to redeem or repurchase all or any portion of the Interest of a Partner; (no) cause the Partnership to convert the Apartment Housing to cooperative or condominium ownership; (op) cause or permit the Partnership to make loans to the General Partner or any Affiliate; (pq) bring or defend, pay, collect, compromise, arbitrate, resort to legal action or otherwise adjust claims or demands of or against the Partnership except as otherwise provided in this Agreement; or; (qr) agree or consent to any changes in the Plans and Specifications, to any change orders, or to any of the terms and provisions of the Construction Contract; (s) cause any funds to be paid to the General Partner or its Affiliates for laundry service, cable hook-up, telephone connection, computer access, satellite connection, compliance monitoring, initial rental set-up fee or similar service or fee; (t) on behalf of the Partnership, file or cause to be filed a voluntary petition in bankruptcy under the Federal Bankruptcy Code, or file or cause to be filed a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or rule; (u) settle any audit with the Internal Revenue Service concerning the adjustment or readjustment of any Partnership tax item, extend any statute of limitations, or initiate or settle any judicial review or action concerning the amount or character of any Partnership tax item; or (v) make, amend or revoke any tax election.

Restrictions on Authority of General Partner. Without the Consent of the Special Limited Partner the General Partner shall not: (a) sell, exchange, lease (except in the normal course of business to Qualified Tenants) or otherwise dispose of the Apartment Housing; (b) other than as permitted by this Agreement, incur indebtedness other than the Mortgage Loan in the name of the PartnershipPartnership other than the Mortgage, including, but not limited to, refinancing, prepaying, or modifying the Mortgage; (c) use Partnership assets, property or Improvements to secure the debt of any Partners, their Affiliates, or any third party; (d) engage in any transaction not expressly contemplated by this Agreement in which the General Partner has an actual or potential conflict of interest with the Limited Partner or the Special Limited Partner; (de) contract away the fiduciary duty owed to the Limited Partner and the Special Limited Partner at common law; (ef) take any action which would cause the Apartment Housing to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Apartment Housing, as a "qualified low income housing project" under Section 42(g)(1) of the Code, as amended, or any successor thereto, or which would cause the Limited Partner to fail to obtain the Projected Tax Credits or which would cause the recapture of any LIHTC; (fg) make any expenditure of funds, or commit to make any such expenditure, other than in response to an emergency, except as provided for in the annual budget approved by the Special Limited Partner, as provided in Section 14.3(i) hereof; (gh) cause the merger or other reorganization of the Partnership; (hi) dissolve the Partnership, or sell or dispose of all or substantially all of the Partnership's assets; (ij) acquire any real or personal property (tangible or intangible) in addition to the Apartment Housing the aggregate value of which shall exceed $10,000 (other than easement or similar rights necessary or appropriate for the operation of the Apartment Housing); (jk) become personally liable on or in respect of, or guarantee, the Mortgage or any other indebtedness of the PartnershipPartnership or any Person; (kl) loan any money on behalf of the Partnership or pay any salary, fees or other compensation to a General Partner or any Affiliate thereof, except as authorized by Section 9.2 and Section 9.9 hereof or specifically provided for in this Agreement; (lm) terminate the services of substitute the Accountant, Inspecting ArchitectConstruction Inspector, Contractor or Management Agent, as named herein, or terminate, amend or modify the Construction Contract or any other Project Document, or grant any material waiver or consent thereunder; (mn) change the nature of the business of the Partnership or cause the Partnership to redeem or repurchase all or any portion of the Interest of a Partner; (no) cause the Partnership to convert the Apartment Housing to cooperative or condominium ownership; (op) cause or permit the Partnership to make loans to the General Partner or any Affiliate; (pq) bring or defend, pay, collect, compromise, arbitrate, resort to legal action or otherwise adjust claims or demands of or against the Partnership except as otherwise provided in this Agreement; orPartnership; (qr) reduce the amount of a construction budget line item (other than the construction contingency) to provide funds for an overage in another construction budget line item, agree or consent to any changes in the Plans and Specifications, to any change ordersorders which cumulatively exceed $5,000, or to any of the terms and provisions of the Construction Contract; (s) cause any funds to be paid to the General Partner or its Affiliates for laundry service, cable hook-up, telephone connection, computer access, satellite connection, compliance monitoring, initial rental set-up fee or similar service or fee; (t) on behalf of the Partnership, file or cause to be filed a voluntary petition in bankruptcy under the Federal Bankruptcy Code, or file or cause to be filed a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or rule; (u) settle any audit with the Internal Revenue Service concerning the adjustment or readjustment of any Partnership tax item, extend any statute of limitations, or initiate or settle any judicial review or action concerning the amount or character of any Partnership tax item; or (v) make, amend or revoke any tax election; (w) confess a judgment against the Partnership; (x) pay any real estate commission for the sale or refinancing of the Apartment Housing; or (y) directly or indirectly transfer control of the General Partner.

Restrictions on Authority of General Partner. Without the Consent of the Special Limited Partner the General Partner shall not: (a) sell, exchange, lease (except in the normal course of business to Qualified Tenants) or otherwise dispose of the Apartment Housing; (b) incur indebtedness other than the Construction Loan and Mortgage Loan in the name of the Partnership; (c) engage in any transaction not expressly contemplated by this Agreement in which the General Partner has an actual or potential conflict of interest with the Limited Partner or the Special Limited Partner; (d) contract away the fiduciary duty owed to the Limited Partner and the Special Limited Partner at common law; (e) take any action which would cause the Apartment Housing to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Apartment Housing, as a "qualified low income housing project" under Section 42(g)(1) of the Code, as amended, or any successor thereto, or which would cause the Limited Partner to fail to obtain the Projected Tax Credits or which would cause the recapture of any LIHTC; (f) make any expenditure of funds, or commit to make any such expenditure, other than in response to an emergency, except as provided for in the annual budget approved by the Special Limited Partner, as provided in Section 14.3(i) hereof; (g) cause the merger or other reorganization of the Partnership; (h) dissolve the Partnership; (i) acquire any real or personal property (tangible or intangible) in addition to the Apartment Housing the aggregate value of which shall exceed $10,000 (other than easement or similar rights necessary or appropriate for the operation of the Apartment Housing); (j) become personally liable on or in respect of, or guarantee, the Mortgage or any other indebtedness of the Partnership; (k) pay any salary, fees or other compensation to a General Partner or any Affiliate thereof, except as authorized by Section 9.2 and Section 9.9 hereof or specifically provided for in this Agreement; (l) terminate the services of the Accountant, Inspecting Architect, Contractor or Management Agent, or terminate, amend or modify the Construction Contract or any other Project Document, or grant any material waiver or consent thereunder; (m) cause the Partnership to redeem or repurchase all or any portion of the Interest of a Partner; (n) cause the Partnership to convert the Apartment Housing to cooperative or condominium ownership; (o) cause or permit the Partnership to make loans to the General Partner or any Affiliate; (p) bring or defend, pay, collect, compromise, arbitrate, resort to legal action or otherwise adjust claims or demands of or against the Partnership except as otherwise provided in this AgreementPartnership; or (q) agree or consent to any changes in the Plans and Specifications, to any change orders, or to any of the terms and provisions of the Construction Contract.

Restrictions on Authority of General Partner. Without the Consent of the Special Limited Partner the General Partner shall not: (a) sell, exchange, lease (except in the normal course of business to Qualified Tenants) or otherwise dispose of the Apartment Housing; (b) incur indebtedness other than the Mortgage Loan in the name of the PartnershipPartnership other than the Construction Loan and Mortgage; (c) use Partnership assets, property or Improvements to secure the debt of any Partners, their Affiliates, or any third party; (d) engage in any transaction not expressly contemplated by this Agreement in which the General Partner has an actual or potential conflict of interest with the Limited Partner or the Special Limited Partner; (de) contract away the fiduciary duty owed to the Limited Partner and the Special Limited Partner at common law; (ef) take any action which would cause the Apartment Housing to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Apartment Housing, as a "qualified low income housing project" under Section 42(g)(1) of the Code, as amended, or any successor thereto, or which would cause the Limited Partner to fail to obtain the Projected Tax Credits or which would cause the recapture of any LIHTC; (fg) make any expenditure of funds, or commit to make any such expenditure, other than in response to an emergency, except as provided for in the annual budget approved by the Special Limited Partner, as provided in Section 14.3(i) hereof; (gh) cause the merger or other reorganization of the Partnership; (hi) dissolve the Partnership; (ij) acquire any real or personal property (tangible or intangible) in addition to the Apartment Housing the aggregate value of which shall exceed $10,000 (other than easement or similar rights necessary or appropriate for the operation of the Apartment Housing); (jk) become personally liable on or in respect of, or guarantee, the Mortgage or any other indebtedness of the Partnership; (kl) pay any salary, fees or other compensation to a General Partner or any Affiliate thereof, except as authorized by Section 9.2 and Section 9.9 hereof or specifically provided for in this Agreement; (lm) terminate the services of the Accountant, Inspecting ArchitectConstruction Inspector, Contractor or Management Agent, or terminate, amend or modify the Construction Contract or any other Project Document, or grant any material waiver or consent thereunder; (mn) cause the Partnership to redeem or repurchase all or any portion of the Interest of a Partner; (no) cause the Partnership to convert the Apartment Housing to cooperative or condominium ownership; (op) cause or permit the Partnership to make loans to the General Partner or any Affiliate; (pq) bring or defend, pay, collect, compromise, arbitrate, resort to legal action or otherwise adjust claims or demands of or against the Partnership except as otherwise provided in this Agreement; orPartnership; (qr) agree or consent to any changes in the Plans and Specifications, to any change orders, or to any of the terms and provisions of the Construction Contract; (s) cause any funds to be paid to the General Partner or its Affiliates for laundry service, cable hook-up, telephone connection, computer access, satellite connection, compliance monitoring, initial rental set-up fee or similar service or fee; (t) on behalf of the Partnership, file or cause to be filed a voluntary petition in bankruptcy under the Federal Bankruptcy Code, or file or cause to be filed a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or rule; or (u) settle any audit with the Internal Revenue Service concerning the adjustment or readjustment of any Partnership tax item, extend any statute of limitations, or initiate or settle any judicial review or action concerning the amount or character of any Partnership tax item.

Restrictions on Authority of General Partner. Without the Consent of the Special Limited Partner the General Partner shall not: (a) sell, exchange, lease (except in the normal course of business to Qualified Tenants) or otherwise dispose of the Apartment Housing; (b) incur indebtedness other than payables in the ordinary course of business of the Partnership, the Construction Loan, and the Mortgage Loan in the name of the Partnership; (c) engage in any transaction not expressly contemplated by this Agreement in which the General Partner has an actual or potential conflict of interest with the Limited Partner or the Special Limited Partner; (d) contract away the fiduciary duty owed to the Limited Partner and the Special Limited Partner at common law; (e) take any action which would cause the Apartment Housing to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Apartment Housing, as a "qualified low income housing project" under Section 42(g)(1) of the Code, as amended, or any successor thereto, or which would cause the Limited Partner to fail to obtain the Projected Tax Credits or which would cause the recapture of any LIHTCLIHTC or Georgia Credit; (f) make any expenditure of funds, or commit to make any such expenditure, other than in response to an emergency, except as provided for in the annual budget approved by the Special Limited Partner, as provided in Section 14.3(i) hereof; (g) cause the merger or other reorganization of the Partnership; (h) dissolve the Partnership; (i) acquire any real or personal property (tangible or intangible) in addition to additionto the Apartment Housing the aggregate value of which shall exceed $10,000 (other than easement or similar rights necessary or appropriate for the operation of the Apartment Housing); (j) become personally liable on or in respect of, or guarantee, the Mortgage or any other indebtedness of the Partnership; (k) pay any salary, fees or other compensation to a General Partner or any Affiliate thereof, except as authorized by Section 9.2 and Section 9.9 hereof or specifically provided for in this Agreement; (l) terminate the services of the Accountant, Inspecting ArchitectConstruction Inspector, Contractor or Management Agent, or terminate, amend or modify the Construction Contract or any other Project Document, or grant any material waiver or consent thereunder; (m) cause the Partnership to redeem or repurchase all or any portion of the Interest of a Partner; (n) cause the Partnership to convert the Apartment Housing to cooperative or condominium ownership; (o) cause or permit the Partnership to make loans to the General Partner or any Affiliate; (p) bring or defend, pay, collect, compromise, arbitrate, resort to legal action or otherwise adjust claims or demands of or against the Partnership except as otherwise provided in this Agreement; orPartnership; (q) agree or consent to any changes in the Plans and Specifications, to any change ordersorders in excess of $2,500 for any single line item or cumulatively in excess of $25,000, or to any of the terms and provisions of the Construction Contract; (r) on behalf of the Partnership, file or cause to be filed a voluntary petition in bankruptcy under the Federal Bankruptcy Code, or file or cause to be filed a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or rule; or (s) settle any audit with the Internal Revenue Service concerning the adjustment or readjustment of any Partnership tax item, extend any statute of limitations, or initiate or settle any judicial review or action concerning the amount or character of any Partnership tax item.