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 (except in the normal course of business to Qualified Tenants) or otherwise dispose of the Apartment Housing; (b) incur indebtedness other than the Mortgage 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; or (q) agree or consent to any changes in the Plans and Specification, 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 in the name of the PartnershipPartnership other than the Construction Loan and Mortgage or other debt contemplated by this Agreement (e.g., deferred Development Fee); 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 related to the Apartment Housing or the Partnership and 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 operate the Apartment Housing to fail to qualify, or which would cause in 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 manner that would cause the Limited Partner to fail to obtain the Projected Tax Credits or which would cause the recapture of any LIHTCCredits; (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) cause or permit the Partnership to 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 other than loans made by the General Partner that are contemplated by this Agreement; (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; or; (qr) agree or consent to any changes in the Plans and SpecificationSpecifications, 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; provided, however, that commercially reasonable tenant screening fees may be paid to an Affiliate of the Management Agent; (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 tenants in the case of Qualified TenantsTenants or in the case of Low Income Units) or otherwise dispose of the Apartment Housing; (b) incur indebtedness other than the Construction Loan and Mortgage 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 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 ownershipownership other than as provided in the Tenants' Right of First Refusal; (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; or, provided that 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 SpecificationSpecifications, 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) 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 Mortgage 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 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; (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; or; (q) agree or consent to any changes in change(s) to the Plans and SpecificationSpecifications that would result in an additional expenditure in excess of $10,000 singularly or $100,000 cumulatively, to any change orders, or to any of the terms and provisions of the Construction Contract; (r) use Partnership assets, property or Improvements to secure the debt of any Partners, their Affiliates, or any third party; (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; 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 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 9.8 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;; or (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; or (q) agree or consent to any changes in the Plans and Specification, 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 Partner, no General Partner shall notshall: (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 in the name of the PartnershipPartnership other than the Construction Loan and Mortgage Loans, including, but not limited to, refinancing, prepaying, or modifying the Construction Loan or Mortgage Loans; (c) allow the Partnership to accept grants or Capital Contributions, except as provided for herein; (d) use Partnership assets, property or Improvements to secure the debt of any Partners, their Affiliates, or any third party; (e) with regard solely to the Administrative General Partner, engage in any transaction not expressly contemplated by this Agreement in which the Administrative General Partner has an actual or potential conflict of interest with the Limited Partner or the Special Limited Partner; (df) contract away the fiduciary duty owed to the Limited Partner and the Special Limited Partner at common law; (eg) 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; (fh) 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) hereofOperating Budget; (gi) cause the merger or other reorganization of the Partnership; (hj) dissolve the Partnership, or sell or dispose of all or substantially all of the Partnership’s assets; (ik) cause the Partnership to 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); (jl) become personally liable on or in respect of, or guarantee, the Mortgage or any other indebtedness of the PartnershipPartnership or any Person relating to the Apartment Housing; (km) loan any money on behalf of the Partnership or cause the Partnership to 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; (ln) 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; (mo) 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; (np) cause the Partnership to convert the Apartment Housing to cooperative or condominium ownership; (oq) cause or permit the Partnership to make loans to the a General Partner or any Affiliate; (pr) bring or defendbring, pay, collect, compromise, arbitrate, resort to legal action or otherwise adjust claims or demands of or against the Partnership; orPartnership (other than landlord and tenant disputes in the ordinary course of business); (qs) agree or consent to any changes in the Plans and SpecificationSpecifications, to any change ordersorders in excess of $75,000 (up to an aggregate amount of $150,000), or to any of the terms and provisions of the Construction Contract; (t) 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 (other than as provided in Section 9.2), initial rental set-up fee or similar service or fee unless explicitly provided for in the Management Agreement approved by the Limited Partner; (u) 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; (v) settle any audit with the IRS 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 not specifically authorized hereunder.