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

Restrictions on Authority of General Partner. Without consent of the Special Limited Partner the General Partner shall not: (a) sell, exchange, lease or otherwise dispose of the Project; (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 Project to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Project, 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; or (h) dissolve the Partnership, except as provided in this Agreement.

Restrictions on Authority of General Partner. Without consent of the Special Limited Partner the General Partner shall not: (a) sell, exchange, lease in its entirety or otherwise dispose of the Project; (b) incur indebtedness other than the Construction Loan and the 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 Project to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Project, 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; or (h) dissolve the Partnership, except as provided in this Agreement.

Restrictions on Authority of General Partner. Without consent of the Special Limited Partner the General Partner shall not: (a) sell, exchange, lease in its entirety or otherwise dispose of the Project; (b) incur indebtedness other than construction financing and 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 Project to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Project, 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; or (h) dissolve the Partnership, except as provided in this Agreement.

Restrictions on Authority of General Partner. Without consent of the Special Limited Partner the General Partner shall not: (a) sell, exchange, lease or otherwise dispose of the Project; (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 Project to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Project, 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; or (h) dissolve the Partnership, except as provided in this Agreement.

Restrictions on Authority of General Partner. Without consent of the Special Limited Partner the General Partner shall not: (a) sellSell, exchange, lease or otherwise dispose of the Project; (b) incur 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 Contract away the fiduciary duty owed to the Limited Partner and the Special Limited Partner at common law; (ed) take Take any action which would cause the Project to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Project, as a "qualified low income housing project" under Section 42(g)(142(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; (fe) make 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(j) hereof; (gf) cause Cause the merger or other reorganization of the Partnership; or (hg) dissolve Dissolve the Partnership, except as provided in this Agreement.

Restrictions on Authority of General Partner. Without consent of the Special Limited Partner the General Partner shall not: (a) sellSell, exchange, lease or otherwise dispose of the Project; (b) incur 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 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 Contract away the fiduciary duty owed to the Limited Partner and the Special Limited Partner at common law; (e) take Take any action which would cause the Project to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Project, 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 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 Cause the merger or other reorganization of the Partnership; or (h) dissolve Dissolve the Partnership, except as provided in this Agreement.

Restrictions on Authority of General Partner. Without consent of the Special Limited Partner the General Partner shall not: (a) sell, exchange, lease (other than to a tenant) or otherwise dispose of the Project; (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 Project to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Project, 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 fundsfunds not to exceed an aggregate of $1,000 per year, 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; or (h) dissolve the Partnership, except as provided in this Agreement.

Restrictions on Authority of General Partner. Without consent of the Special Limited Partner the General Partner shall not: (a) sell, exchange, lease or otherwise dispose of the Project; (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 Project to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Project, 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 fundsfunds in excess of $10,000, 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;; E:\WNC\Mansur3.doc (g) cause the merger or other reorganization of the Partnership; or (h) dissolve the Partnership, except as provided in this Agreement.

Restrictions on Authority of General Partner. Without consent Consent of the Special Limited Partner the General Partner shall not: (a) sell, exchange, lease or otherwise dispose of the Project; (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 Project to fail to qualify, or which would cause a termination or discontinuance of the qualification of the Project, 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 material 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; or (h) dissolve the Partnership, except as provided in this Agreement.