Common use of Restrictions on Authority Clause in Contracts

Restrictions on Authority. (a) Notwithstanding any other Section of this Agreement, the General Partners shall have no authority to perform any act in violation of applicable law, Agency or other government regulations, requirements of any Lender, or the Project Documents. In the event of any conflict between the terms of this Agreement and any applicable Agency or other government regulations or requirements of any Lender, the terms of such regulations or requirements shall govern. Neither shall the General Partners have any authority to do any of the following acts without the Consent of the Investment Limited Partner: (1) To borrow in excess of $10,000 in the aggregate at any one time outstanding on the general credit of the Partnership, except borrowings constituting Subordinated Loans; (2) To borrow from the Partnership or commingle Partnership funds with funds of any other Person; (3) Following the Completion Date, to construct any new or replacement capital improvements on the Apartment Complex which substantially alter the Apartment Complex or its use or which are at a cost in excess of $10,000 in a single Partnership fiscal year, except (a) replacements and remodeling in the ordinary course of business or under emergency conditions or (b) construction paid for from insurance proceeds; (4) To acquire any real property in addition to the Apartment Complex; (5) Following Permanent Mortgage Commencement, to increase, decrease (except through the twenty-two-year amortization provided for in the Permanent Mortgage Commencement), modify the terms of or refinance the Permanent Mortgage; (6) To rent apartments in the Apartment Complex such that the Apartment Complex would not meet the requirements of the Minimum Set-Aside Test or the Rent Restriction Test; (7) To sell, exchange or otherwise convey or transfer the Apartment Complex or substantially all the assets of the Partnership;

Restrictions on Authority. (a) Notwithstanding any other Section of this Agreement, the General Partners shall have no authority to perform any act in violation of applicable law, Agency or other government regulations, requirements of any the Lender, or the Project Documents. In the event of any conflict between the terms of this Agreement and any applicable Agency or other government regulations or requirements of any the Lender, the terms of such regulations or requirements shall govern. Neither shall the General Partners have any authority to do any of the following acts without the Consent of the Investment Limited Partner and the prior written consent of the Special Limited Partner: (1) To to borrow in excess of $10,000 in the aggregate at any one time outstanding on the general credit of the Partnership, except borrowings constituting Subordinated Loans; (2) To to borrow from the Partnership or commingle Partnership funds with funds of any other Person; (3) Following following the Completion Date, to construct any new or replacement capital improvements on the Apartment Complex which substantially alter the Apartment Complex or its use or which are at a cost in excess of $10,000 in a single Partnership fiscal year, except (a) replacements and remodeling in the ordinary course of business or under emergency conditions or (b) construction paid for from insurance proceeds; (4) To to acquire any real property in addition to the Apartment Complex; (5) Following following Permanent Mortgage Commencement, to increase, decrease (except through the twenty-two-year amortization schedules provided for in at the Permanent Mortgage Commencement), modify the terms of or refinance the Permanent MortgageMortgages; (6) To to rent apartments in the Apartment Complex such that the Apartment Complex would not meet the requirements of the Minimum Set-Aside Test or the Rent Restriction Test; ; (7) To to sell, exchange or otherwise convey or transfer the Apartment Complex or substantially all the assets of the Partnership; (8) to terminate any agreement with any Agency; (9) to cause the Partnership to commence a proceeding seeking any decree, relief, order or appointment in respect to the Partnership under the federal bankruptcy laws, as now or hereafter constituted, or under any other federal or state bankruptcy, insolvency or similar law, or the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) for the Partnership or for any substantial part of the Partnership's business or property, or to cause the Partnership to consent to any such decree, relief, order or appointment initiated by any Person other than the Partnership; (10) to pledge or assign any of the Capital Contribution of the Investment Limited Partner or the proceeds thereof; or (11) To do any act required to be approved or ratified by all limited partners under the Uniform Act. (b) In the event that the General Partners violate any provision of Section 6.2(a), the Special Limited Partner, in its sole discretion, may cause itself or its designee to be admitted as an additional General Partner without any further action by any other Partner. Upon any such admission of an additional General Partner, the existing General Partners shall be deemed to have conveyed to the additional General Partner their interest so that the additional General Partner shall receive not less than a one percent (1%) interest in the profits, losses, tax credits and distributions of the Partnership in consideration of the payment of $10. An additional General Partner so admitted shall automatically become the General Partner and be irrevocably delegated all of the power and authority of the General Partners pursuant to Section 6.4. Any such additional General Partner shall have the right to withdraw as a General Partner at any time, leaving the pre-existing General Partners once again as the General Partners, the provisions of Article VII notwithstanding. Each Partner hereby grants to the Special Limited Partner a special power of attorney, irrevocable to the extent permitted by law and coupled with an interest, to amend the Certificate and this Agreement and to do anything else which, in the view of the Special Limited Partner, may be necessary or appropriate to accomplish the purposes of this Section 6.2(b) or to enable any additional General Partner admitted pursuant to this Section 6.2(b) to manage the business of the Partnership. The admission of an additional General Partner shall not relieve any other General Partners of any of their obligations hereunder, and the General Partners shall fully indemnify and hold harmless the additional General Partner from and against any and all losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained in connection with its capacity as a General Partner.

Restrictions on Authority. (a) Notwithstanding any other Section of this Agreement, the General Partners shall have no authority to perform any act in violation of applicable law, Agency FmHA or other government regulations, requirements of any Lender, or the Project Documents. In the event of any conflict between the terms of this Agreement and any applicable Agency FmHA or other government regulations or requirements re- quirements of any Lender, the terms of such regulations or requirements shall govern. Neither shall the General Partners have any authority to do any of the following acts without the Consent of the Investment Limited Partner and the prior written consent of the Special Limited Partner: (1) To borrow in excess of $10,000 in the aggregate at any one time outstanding on the general credit of the Partnership, except borrowings constituting Subordinated LoansLoans or the Working Capital Loan; (2) To borrow from the Partnership or commingle Partnership funds with funds of any other Person; (3) Following the Completion Date, to construct any new or replacement replace- ment capital improvements on the Apartment Complex which substantially alter the Apartment Complex or its use or which are at a cost in excess of $10,000 in a single Partnership fiscal year, except (a) replacements and remodeling in the ordinary course of business or under emergency conditions con- ditions or (b) construction paid for from insurance proceeds; (4) To acquire any real property in addition to the Apartment Complex; (5) Following Permanent Mortgage Commencement, to increase, decrease (except through the twenty-twofifty-year amortization provided for in the Permanent Mortgage Commencement), modify the terms of or refinance the Permanent Mortgage; (6) To rent apartments in the Apartment Complex such that the Apartment Complex would not meet the requirements of the Minimum Set-Set-- Aside Test or the Rent Restriction Test; (7) To sell, exchange or otherwise convey or transfer the Apartment Complex or substantially all the assets of the Partnership;

Restrictions on Authority. (a) Notwithstanding any other Section of this Agreement, the General Partners shall have no authority to perform any act in violation of applicable law, Agency or other government regulations, requirements of any Lender, or the Project Documents. In the event of any conflict between the terms of this Agreement and any applicable Agency or other government regulations or requirements of any the Lender, the terms of such regulations or requirements shall govern. Neither shall the General Partners have any authority to do any of the following acts without the Consent of the Investment Limited Partners and the prior written consent of the Special Limited Partner: (1) To borrow have borrowings in excess of $10,000 in the aggregate at any one time outstanding on the general credit of the Partnership, except borrowings constituting Subordinated Loans; (2) To borrow from the Partnership or commingle Partnership funds with funds of any other Person; (3) Following the Completion Date, to construct any new or replacement capital improvements on the Apartment Complex which substantially alter the Apartment Complex or its use or which are at a cost in excess of $10,000 in a single Partnership fiscal year, except (a) replacements and remodeling in the ordinary course of business or under emergency conditions or (b) construction paid for from insurance proceeds; (4) To acquire any real property in addition to the Apartment Complex; (5) Following Permanent Mortgage Commencement, to increase, decrease (except through the twenty-two-year amortization schedule provided for in the Permanent Mortgage CommencementMortgage), modify the terms of or refinance the Permanent Mortgage; (6) To rent apartments in the Apartment Complex such that the Apartment Complex would not meet the requirements of the Minimum Set-Set- Aside Test or the Rent Restriction Test; ; (7) To sell, exchange or otherwise convey or transfer the Apartment Complex or substantially all the assets of the Partnership; (8) To terminate any agreement with any Agency; (9) To cause the Partnership to commence a proceeding seeking any decree, relief, order or appointment in respect to the Partnership under the federal bankruptcy laws, as now or hereafter constituted, or under any other federal or state bankruptcy, insolvency or similar law, or the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) for the Partnership or for any substantial part of the Partnership's business or property, or to cause the Partnership to consent to any such decree, relief, order or appointment initiated by any Person other than the Partnership; (10) To amend the Construction Contract, except for change orders approved by the Lender; (11) To pledge or assign any of the Capital Contribution of the Investment Limited Partners or the proceeds thereof, except as provided in connection with the Construction Loan or the Permanent Loan; or (12) To do any act required to be approved or ratified by all limited partners under the Uniform Act. (b) In the event that any General Partner materially violates any provision of Section 6.2(a), and neither such General Partner nor any other General Partner cures such violation (or commences to cure and proceeds with diligence and continuity to cure such violation, if such cure can not be accomplished immediately) within thirty (30) days after the Special Limited Partner delivers written notice of the violation to such General Partner, and to each other General Partner, the Special Limited Partner, in its sole discretion, may cause itself or its designee to be admitted as an additional General Partner without any further action by any other Partner. Upon any such admission of an additional General Partner, each pre-existing General Partner shall be deemed to have transferred (ratably in accordance with their respective Interests) to the additional General Partner, automatically and without further action, such portion of its General Partner interest so that the additional General Partner shall receive not less than a one per cent (1%) interest in the profits, losses, tax credits and distributions of the Partnership in consideration of the payment of $10, if such transfer is reasonably necessary to preserve the classification of the Partnership for Federal income tax purposes, in the judgment of special tax counsel to the Investment Limited Partners. An additional General Partner so admitted shall automatically become the Managing General Partner and be irrevocably delegated all of the power and authority of all of the General Partners pursuant to Section 6.13. Any such additional General Partner shall have the right to withdraw as a General Partner at any time, leaving the pre-existing General Partners once again as the only General Partners, the provisions of Article VII notwithstanding. Each Partner hereby grants to the Special Limited Partner a special power of attorney, irrevocable to the extent permitted by law and coupled with an interest, to amend the Certificate and this Agreement and to do anything else which, in the view of the Special Limited Partner, may be necessary or appropriate to accomplish the purposes of this Section 6.2(b) or to enable any additional General Partner admitted pursuant to this Section 6.2(b) to manage the business of the Partnership. The admission of an additional General Partner shall not relieve any other General Partner of any of its obligations hereunder, and each other General Partner shall fully indemnify and hold harmless the additional General Partner from and against any and all losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained in connection with its capacity as a General Partner.

Restrictions on Authority. (a) Notwithstanding any other Section of this Agreement, the General Partners shall have no authority to perform any act in violation of applicable law, Agency RECD or other government regulations, requirements of any Lender, or the Project Documents. In the event of any conflict between the terms of this Agreement and any applicable Agency RECD or other government regulations or requirements of any Lender, the terms of such regulations or requirements shall govern. Neither shall the General Partners have any authority to do any of the following acts without the Consent of the Investment Limited Partner and the prior written consent of the Special Limited Partner: (1) To borrow in excess of $10,000 in the aggregate at any one time outstanding on the general credit of the Partnership, except borrowings constituting Subordinated LoansLoans or the Working Capital Loan; (2) To borrow from the Partnership or commingle Partnership funds with funds of any other Person; (3) Following the Completion Date, to construct any new or replacement capital improvements on the Apartment Complex which substantially alter the Apartment Complex or its use or which are at a cost in excess of $10,000 in a single Partnership fiscal year, except (a) replacements and remodeling in the ordinary course of business or under emergency conditions or (b) construction paid for from insurance proceeds; (4) To acquire any real property in addition to the Apartment Complex; (5) Following Permanent Mortgage Commencement, to increase, decrease (except through the twenty-twofifty-year amortization provided for in the Permanent Mortgage Commencement), modify the terms of or refinance the Permanent Mortgage; (6) To rent apartments in the Apartment Complex such that the Apartment Complex would not meet the requirements of the Minimum Set-Aside Test or the Rent Restriction Test; (7) To sell, exchange or otherwise convey or transfer the Apartment Complex or substantially all the assets of the Partnership;

Restrictions on Authority. (a) Notwithstanding any other Section of this Agreement, the General Partners Partner shall have no authority to perform any act in violation of any applicable law, Agency or other government regulations, the requirements of any Lender, or the Project Documents. In the event of any conflict between the terms of this Agreement and any applicable Agency or other government regulations Regulations or requirements of any Lender, the terms of such regulations Regulations or the requirements of such Lender, as the case may be, shall govern. Neither shall Subject to the provisions of Section 6.2(b), the General Partners Partner, acting in its capacity as General Partner, shall not have any authority to do any of the following acts authority, without the Consent of the Investment Special Limited Partner: (1i) To borrow to have unsecured borrowings in excess of ten thousand dollars ($10,000 10,000.00) in the aggregate at any one time outstanding on the general credit of the Partnershipoutstanding, except borrowings constituting Subordinated Loans, Voluntary Loans or Credit Recovery Loans; (2ii) To to borrow from the Partnership or commingle Partnership funds with the funds of any other Person; (3iii) Following following the Completion Date, to construct any new or replacement capital improvements on the Apartment Complex which substantially alter the character or use of the Apartment Complex or its use or which are at a cost in excess of ten thousand dollars ($10,000 10,000.00) in a single Partnership fiscal yearFiscal Year, except except (ax) replacements and remodeling in the ordinary course of business or under emergency conditions or (by) construction paid for from insurance proceeds; (4iv) To to acquire any real property in addition to the Apartment Complex; (5v) Following following Permanent Mortgage Commencement, and except as otherwise specifically provided in Section 3.2, to increase, decrease (except through the twenty-two-year amortization provided for in the Permanent Mortgage Commencement), or modify the terms of or refinance the Permanent Mortgageany Mortgage Loan; (6vi) To to rent apartments in the Apartment Complex such that the Apartment Complex would not meet the requirements of the Minimum Set-Set- Aside Test or the Rent Restriction Test; ; (7vii) To to sell, exchange or otherwise convey or transfer the Apartment Complex or substantially all the assets of the Partnership; (viii) to terminate any Material Agreement; (ix) to cause the Partnership to commence a proceeding seeking any decree, relief, order or appointment in respect to the Partnership under the federal bankruptcy laws, as now or hereafter constituted, or under any other federal or state bankruptcy, insolvency or similar law, or the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) for the Partnership or for any other substantial part of the Partnership's business or property, or to cause the Partnership to consent to any such decree, relief, order or appointment initiated by any Person other than the Partnership;

Restrictions on Authority. (a) Notwithstanding any other Section of this Agreement, the General Partners shall have no authority to perform any act in violation of applicable law, Agency or other government regulations, requirements of any Lender, or the Project Documents. In the event of any conflict between the terms of this Agreement and any applicable Agency or other government regulations or requirements of any the Lender, the terms of such regulations or requirements shall govern. Neither shall the General Partners have any authority to do any of the following acts without the Consent of the Investment Limited Partner and the prior written consent of the Special Limited Partner: (1) To borrow in excess of $10,000 in the aggregate at any one time outstanding on the general credit of the Partnership, except borrowings constituting Subordinated LoansLoans or the Working Capital Loan; (2) To borrow from the Partnership or commingle Partnership funds with funds of any other Person; (3) Following the Completion Date, to construct any new or replacement capital improvements on the Apartment Complex which substantially alter the Apartment Complex or its use or which are at a cost in excess of $10,000 in a single Partnership fiscal year, except (a) replacements and remodeling in the ordinary course of business or under emergency conditions or (b) construction paid for from insurance proceeds; (4) To acquire any real property in addition to the Apartment Complex; (5) Following Permanent Mortgage Commencement, to increase, decrease (except through the twenty-two-year amortization schedule provided for in the Permanent Mortgage Commencement), modify the terms of or refinance the Permanent Mortgage; (6) To knowingly rent apartments in the Apartment Complex such that the Apartment Complex would not meet the requirements of the Minimum Set-Aside Test or the Rent Restriction Test; ; (7) To sell, exchange or otherwise convey or transfer the Apartment Complex or substantially all the assets of the Partnership; (8) To terminate any agreement with any Agency and/or Lender; (9) To cause the Partnership to commence a proceeding seeking any decree, relief, order or appointment in respect to the Partnership under the federal bankruptcy laws, as now or hereafter constituted, or under any other federal or state bankruptcy, insolvency or similar law, or the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) for the Partnership or for any substantial part of the Partnership's business or property, or to cause the Partnership to consent to any such decree, relief, order or appointment initiated by any Person other than the Partnership; (10) To amend the Construction Contract, except for change orders approved by the Lender; (11) To pledge or assign any of the Capital Contribution of the Investment Limited Partner or the proceeds thereof; or (12) To do any act required to be approved or ratified by all limited partners under the Uniform Act. (b) In the event that any General Partner violates any provision of Section 6.2(a), the Special Limited Partner, in its sole discretion, may cause itself or its designee to be admitted as an additional General Partner without any further action by any other Partner. Upon any such admission of an additional General Partner, each pre-existing General Partner shall be deemed to have assigned proportionally to the additional General Partner, automatically and without further action, such portion of its interest so that the additional General Partner shall receive not less than a one percent (1%) interest in the profits, losses, tax credits and distributions of the Partnership in consideration of the payment of $1.00 and any other consideration which may be agreed upon. An additional General Partner so admitted shall automatically become the Managing General Partner and be irrevocably delegated all of the power and authority of all of the General Partners pursuant to Section 6.13. Any such additional General Partner shall have the right to withdraw as a General Partner at any time, leaving the pre-existing General Partners once again as the only General Partners, the provisions of Article VII notwithstanding. Each Partner hereby grants to the Special Limited Partner a special power of attorney, irrevocable to the extent permitted by law and coupled with an interest, to amend the Certificate and this Agreement and to do anything else which, in the view of the Special Limited Partner, may be necessary or appropriate to accomplish the purposes of this Section 6.2(b) or to enable any additional General Partner admitted pursuant to this Section 6.2 (b) to manage the business of the Partnership. The admission of an additional General Partner shall not relieve any other General Partner of any of its obligations hereunder, and each other General Partner shall fully indemnify and hold harmless the additional General Partner from and against any and all losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained in connection with its capacity as a General Partner. (c) Neither the Investment General Partner nor any Affiliate thereof shall be given an exclusive right to sell, or exclusive employment to sell, the Apartment Complex.

Restrictions on Authority. (a) Notwithstanding any other Section of this Agreement, the General Partners Partner shall have no authority to perform any act in violation of any applicable law, Agency or other government regulations, the requirements of any Lender, or the Project Documents. In the event of any conflict between the terms of this Agreement and any applicable Agency or other government regulations Regulations or requirements of any Lender, the terms of such regulations Regulations or the requirements of such Lender, as the case may be, shall govern. Neither shall Subject to the provisions of Section 6.2(b), the General Partners Partner, acting in its capacity as General Partner, shall not have any authority to do any of the following acts authority, without the Consent of the Investment Special Limited Partner: (1i) To borrow to have unsecured borrowings in excess of ten thousand dollars ($10,000 10,000.00) in the aggregate at any one time outstanding on the general credit of the Partnershipoutstanding, except borrowings constituting Subordinated Loans, Voluntary Loans or Credit Recovery Loans; (2ii) To to borrow from the Partnership or commingle Partnership funds with the funds of any other Person; (3iii) Following following the Completion Date, to construct any new or replacement capital improvements on the Apartment Complex which substantially alter the character or use of the Apartment Complex or its use or which are at a cost in excess of ten thousand dollars ($10,000 10,000.00) in a single Partnership fiscal yearFiscal Year, except except (ax) replacements and remodeling in the ordinary course of business or under emergency conditions or (by) construction paid for from insurance proceeds; (4iv) To to acquire any real property in addition to the Apartment Complex; (5v) Following following Permanent Mortgage Commencement, and except as otherwise specifically provided in Section 3.2, to increase, decrease (except through the twenty-two-year amortization provided for in the Permanent Mortgage Commencement), or modify the terms of or refinance the Permanent Mortgageany Mortgage Loan; (6vi) To to rent apartments in the Apartment Complex such that the Apartment Complex would not meet the requirements of the Minimum Set-Aside Test or the Rent Restriction Test; ; (7vii) To to sell, exchange or otherwise convey or transfer the Apartment Complex or substantially all the assets of the Partnership; (viii) to terminate any Material Agreement; (ix) to cause the Partnership to commence a proceeding seeking any decree, relief, order or appointment in respect to the Partnership under the federal bankruptcy laws, as now or hereafter constituted, or under any other federal or state bankruptcy, insolvency or similar law, or the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) for the Partnership or for any other substantial part of the Partnership's business or property, or to cause the Partnership to consent to any such decree, relief, order or appointment initiated by any Person other than the Partnership; (x) to execute contracts with any Agency, the State or any subdivision or agency thereof or any other Governmental Authority to make apartments or tenants in the Apartment Complex eligible for any public-subsidy program; (xi) to amend any construction or rehabilitation contract; (xii) to pledge or assign any of the Capital Contributions of the Investment Limited Partner or the proceeds thereof (except to the extent required by the terms of the Construction Loan Documents and agreed to in writing by the Special Limited Partner); or (xiii) to do any act required to be approved or ratified by all limited partners under the Act. (b) In the event that any General Partner violates any provision of Section 6.2(a), the Special Limited Partner in its sole discretion, may cause itself or its designee to be admitted as an additional General Partner without any further action by any other Partner. Upon any such admission of an additional General Partner, each existing General Partner shall be deemed to have assigned proportionally to the additional General Partner, automatically and without further action, such portion of its General Partnership Interest so that the additional General Partner shall receive not less than a one percent (1%) interest in the Profits, Losses, Tax Credits and distributions of the Partnership in consideration of one dollar ($1.00) and any other consideration which may be agreed upon. An additional General Partner so admitted shall automatically become the Managing General Partner and shall be irrevocably delegated all of the power and authority of all of the General Partner pursuant to Section 6.13. Any such additional General Partner shall have the right to withdraw as a General Partner at any time, leaving the prior General Partner once again as the only General Partner, the provisions of Article VII notwithstanding. Each Partner hereby grants to the Special Limited Partner a special power of attorney, irrevocable to the extent permitted by law and coupled with an interest, to amend this Agreement and to do anything else which, in view of the Special Limited Partner, may be necessary or appropriate to accomplish the purposes of this Section 6.2(b) or to enable any additional General Partner admitted pursuant to this Section 6.2(b) to manage the business of the Partnership. The admission of an additional General Partner shall not relieve any other General Partner of any of its economic obligations hereunder, and each other General Partner shall fully indemnify and hold harmless the additional General Partner from and against any and all Adverse Consequences sustained by the additional General Partner in connection with its status as a General Partner (other than Adverse Consequences arising solely from the gross negligence or wilful misconduct of such additional General Partner). (c) Neither the Investment General Partner nor any Affiliate thereof shall be given an exclusive right to sell, or exclusive employment to sell, the Apartment Complex.

Restrictions on Authority. (a) Notwithstanding any other Section of this Agreement, the General Partners shall have no authority to perform any act in violation of applicable law, Agency FmHA or other government regulations, requirements of any Lender, or the Project Documents. In the event of any conflict between the terms of this Agreement and any applicable Agency FmHA or other government regulations or requirements of any Lender, the terms of such regulations or requirements shall govern. Neither shall the General Partners have any authority to do any of the following acts without the Consent of the Investment Limited Partner and the prior written consent of the Special Limited Partner: (1) To borrow in excess of $10,000 in the aggregate at any one time outstanding on the general credit of the Partnership, except borrowings constituting Subordinated LoansLoans or the Working Capital Loan; (2) To borrow from the Partnership or commingle Partnership funds with funds of any other Person; (3) Following the Completion Date, to construct any new or replacement capital improvements on the Apartment Complex which substantially alter the Apartment Complex or its use or which are at a cost in excess of $10,000 in a single Partnership fiscal year, except (a) replacements and remodeling in the ordinary course of business or under emergency conditions or (b) construction paid for from insurance proceeds; (4) To acquire any real property in addition to the Apartment Complex; (5) Following Permanent Mortgage Commencement, to increase, decrease (except through the twenty-twofifty-year amortization provided for in the Permanent Mortgage Commencement), modify the terms of or refinance the Permanent Mortgage; (6) To rent apartments in the Apartment Complex such that the Apartment Complex would not meet the requirements of the Minimum Set-Aside Test or the Rent Restriction Test; ; (7) To sell, exchange or otherwise convey or transfer the Apartment Complex or substantially all the assets of the Partnership; (8) To terminate any agreement with FmHA; (9) To cause the Partnership to commence a proceeding seeking any decree, relief, order or appointment in respect to the Partnership under the federal bankruptcy laws, as now or hereafter constituted, or under any other federal or state bankruptcy, insolvency or similar law, or the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) for the Partnership or for any substantial part of the Partnership's business or property, or to cause the Partnership to consent to any such decree, relief, order or appointment initiated by any Person other than the Partnership; (10) To amend the Construction Contract, except for change orders approved by the Lender; (11) To pledge or assign any of the Capital Contribution of the Investment Limited Partner or the proceeds thereof; or (12) To do any act required to be approved or ratified by all limited partners under the Uniform Act. (b) In the event that any General Partner violates any provision of Section 6.2(a), the Special Limited Partner, in its sole discretion, may cause itself or its designee to be admitted as an additional General Partner without any further action by any other Partner. Upon any such admission of an additional General Partner, each pre-existing General Partner shall be deemed to have assigned proportionally to the additional General Partner, automatically and without further action, such portion of its General Partner interest so that the additional General Partner shall receive not less than one-hundreth of one percent (0.01%) interest in the profits, losses, tax credits and distributions of the Partnership in consideration of $1.00 and any other consideration which may be agreed upon. An additional General Partner so admitted shall automatically become the Managing General Partner and be irrevocably delegated all of the power and authority of all of the General Partners pursuant to Section 6.13. Any such additional General Partner shall have the right to withdraw as a General Partner at any time, leaving the pre-existing General Partners once again as the only General Partners, the provisions of Article VII notwithstanding. Each Partner hereby grants to the Special Limited Partner a special power of attorney, irrevocable to the extent permitted by law and coupled with an interest, to amend the Certificate and this Agreement and to do anything else which, in the view of the Special Limited Partner, may be necessary or appropriate to accomplish the purposes of this Section 6.2(b) or to enable any additional General Partner admitted pursuant to this Section 6.2(b) to manage the business of the Partnership. The admission of an additional General Partner shall not relieve any other General Partner of any of its economic obligations hereunder, and each other General Partner shall fully indemnify and hold harmless the additional General Partner from and against any and all losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained in connection with its capacity as a General Partner. (c) Neither the Investment General Partner nor any Affiliate thereof shall be given an exclusive right to sell, or exclusive employment to sell, the Apartment Complex.

Restrictions on Authority. (a) Notwithstanding any other Section of this Agreement, the General Partners shall have no authority to perform any act in violation of applicable law, Agency or other government regulations, requirements of any Lender, or the Project Documents. In the event of any conflict between the terms of this Agreement and any applicable Agency or other government regulations or requirements re quirements of any Lender, the terms of such regulations or requirements shall govern. Neither shall the General Partners have any authority to do any of the following acts without the Consent of the Investment Limited Partner: (1) To borrow in excess of $10,000 in the aggregate at any one time outstanding on the general credit of the Partnership, except borrowings constituting Subordinated LoansLoans ; (2) To borrow from the Partnership or commingle Partnership funds with funds of any other Person; (3) Following the Completion Date, to construct any new or replacement capital improvements on the Apartment Complex Partnership Property which substantially alter the Apartment Complex Partnership Property or its use or which are at a cost in excess of $10,000 in a single Partnership fiscal year, except (a) replacements and remodeling in the ordinary course of business or under emergency conditions con ditions or (b) construction paid for from insurance proceeds; (4) To acquire any real property in addition to the Apartment ComplexPartnership Property; (5) Following Permanent Mortgage Commencement, to increase, decrease (except through the twenty-twoThirty-year amortization provided for in the Permanent Mortgage Commencement), modify the terms of or refinance the Permanent Mortgage; (6) To rent apartments in the Apartment Complex Partnership Property such that the Apartment Complex Partnership Property would not meet the requirements of the Minimum Set-Aside Test or the Rent Restriction Test; (7) To sell, exchange or otherwise convey or transfer the Apartment Complex Partnership Property or substantially all the assets of the Partnership;

Restrictions on Authority. (a) Notwithstanding any other Section of this Agreement, the General Partners shall have no authority to perform any act in violation of applicable law, Agency FmHA or other government regulations, requirements of any Lender, or the Project Documents. In the event of any conflict between the terms of this Agreement and any applicable Agency FmHA or other government regulations or requirements of any Lender, the terms of such regulations or requirements shall govern. Neither shall the General Partners have any authority to do any of the following acts without the Consent of the Investment Limited Partner and the prior written consent of the Special Limited Partner: (1) To borrow in excess of $10,000 in the aggregate at any one time outstanding on the general credit of the Partnership, except borrowings constituting Subordinated LoansLoans or the Working Capital Loan; (2) To borrow from the Partnership or commingle Partnership funds with funds of any other Person; (3) Following the Completion Date, to construct any new or replacement capital improvements on the Apartment Complex which substantially alter the Apartment Complex or its use or which are at a cost in excess of $10,000 in a single Partnership fiscal year, except (a) replacements and remodeling in the ordinary course of business or under emergency conditions or (b) construction paid for from insurance proceeds; (4) To acquire any real property in addition to the Apartment Complex; (5) Following Permanent Mortgage Commencement, to increase, decrease (except through the twenty-twofifty-year amortization provided for in the Permanent Mortgage Commencement), modify the terms of or refinance the Permanent Mortgage; (6) To rent apartments in the Apartment Complex such that the Apartment Complex would not meet the requirements of the Minimum Set-Aside Test or the Rent Restriction Test; (7) To sell, exchange or otherwise convey or transfer the Apartment Complex or substantially all the assets of the Partnership;

Restrictions on Authority. (a) Notwithstanding any other Section of this Agreement, the General Partners shall have no authority to perform any act in violation of applicable law, Agency or other government regulations, requirements of any Lender, or the Project Documents. In the event of any conflict between the terms of this Agreement and any applicable Agency or other government regulations or requirements re quirements of any Lender, the terms of such regulations or requirements shall govern. Neither shall the General Partners have any authority to do any of the following acts without the Consent of the Investment Limited Partner: (1) To borrow in excess of $10,000 in the aggregate at any one time outstanding on the general credit of the Partnership, except borrowings constituting Subordinated LoansLoans ; (2) To borrow from the Partnership or commingle Partnership funds with funds of any other Person; (3) Following the Completion Date, to construct any new or replacement capital improvements on the Apartment Complex which substantially alter the Apartment Complex or its use or which are at a cost in excess of $10,000 in a single Partnership fiscal year, except (a) replacements and remodeling in the ordinary course of business or under emergency conditions or (b) construction paid for from insurance proceeds; (4) To acquire any real property in addition to the Apartment Complex; (5) Following Permanent Mortgage Commencement, to increase, decrease (except through the twenty-two-year amortization provided for in the Permanent Mortgage Commencement), modify the terms of or refinance the Permanent Mortgage; (6) To rent apartments in the Apartment Complex such that the Apartment Complex would not meet the requirements of the Minimum Set-Aside Test or the Rent Restriction Test; (7) To sell, exchange or otherwise convey or transfer the Apartment Complex or substantially all the assets of the Partnership;

Restrictions on Authority. (a) Notwithstanding any other Section of this Agreement, the General Partners shall have no authority to perform any act in violation of applicable law, Agency law or other government regulations, requirements of any Lender, or the Project Documents. In the event of any conflict between the terms of this Agreement and any applicable Agency or other government regulations or requirements of any Lender, the terms of such regulations or requirements shall govern. Neither shall the General Partners have any authority to do any of the following acts without the Consent of the Investment Limited Partner and the prior written consent of the Special Limited Partner: (1) To borrow have borrowings in excess of $10,000 in the aggregate at any one time outstanding on the general credit of the Partnership, except borrowings constituting Subordinated LoansLoans or the Working Capital Loan; (2) To borrow from the Partnership or commingle Partnership funds with funds of any other Person; (3) Following the Completion Date, to construct any new or replacement capital improvements on the Apartment Complex which substantially alter the Apartment Complex or its use or which are at a cost in excess of $10,000 20,000 in a single Partnership fiscal year, except (a) replacements and remodeling in the ordinary course of business or under emergency conditions or conditions, (b) construction paid for from insurance proceedsproceeds or (c) to the extent payable out of reserves established and maintained in accordance with this Agreement; (4) To acquire any real property in addition to the Apartment Complex; (5) Following Permanent Mortgage Commencement, to increase, decrease (except through the twenty-two-year amortization schedule provided for in the Permanent Mortgage CommencementMortgages), modify the terms of or refinance the any Permanent Mortgage; (6) To rent apartments in the Apartment Complex such that the Apartment Complex would not meet the requirements of the Minimum Set-Aside Test or the Rent Restriction Test; ; (7) To sell, exchange or otherwise convey or transfer the Apartment Complex or substantially all the assets of the Partnership, except any transfer made or contemplated by the Master Lease or pursuant to any right of first refusal or similar right of the General Partners or their Affiliates; (8) To cause the Partnership to commence a proceeding seeking any decree, relief, order or appointment in respect to the Partnership under the federal bankruptcy laws, as now or hereafter constituted, or under any other federal or state bankruptcy, insolvency or similar law, or the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) for the Partnership or for any substantial part of the Partnership's business or property, or to cause the Partnership to consent to any such decree, relief, order or appointment initiated by any Person other than the Partnership; or (9) To do any act required to be approved or ratified by all limited partners under the Uniform Act. (b) In the event that any General Partner violates any provision of Section 6.2(a), the Special Limited Partner, in its sole discretion, may cause itself or its designee to be admitted as an additional General Partner without any further action by any other Partner. Upon any such admission of an additional General Partner, each pre-existing General Partner shall be deemed to have assigned proportionally to the additional General Partner, automatically and without further action, such portion of its General Partner interest so that the additional General Partner shall receive not less than a 0.1% interest in the profits, losses, tax credits and distributions of the Partnership in consideration of $1.00 and any other consideration which may be agreed upon. An additional General Partner so admitted shall automatically become the Managing General Partner and be irrevocably delegated all of the power and authority of all of the General Partners pursuant to Section 6.13. Any such additional General Partner shall have the right to withdraw as a General Partner at any time, leaving the pre-existing General Partners once again as the only General Partners, the provisions of Article VII notwithstanding. Each Partner hereby grants to the Special Limited Partner a special power of attorney, irrevocable to the extent permitted by law and coupled with an interest, to amend the Certificate and this Agreement and to do anything else which, in the view of the Special Limited Partner, may be necessary or appropriate to accomplish the purposes of this Section 6.2(b) or to enable any additional General Partner admitted pursuant to this Section 6.2(b) to manage the business of the Partnership. The admission of an additional General Partner shall not relieve any other General Partner of any of its economic obligations hereunder, and each other General Partner shall fully indemnify and hold harmless the additional General Partner from and against any and all losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained in connection with its capacity as a General Partner. (c) Neither the Investment General Partner nor any Affiliate thereof shall be given an exclusive right to sell, or exclusive employment to sell, the Apartment Complex.

Restrictions on Authority. (a) Notwithstanding any other Section of this Agreement, the General Partners shall have no authority to (i) knowingly perform any act in violation of applicable law, Agency or other government regulations, requirements of any Lender, or the Project DocumentsDocuments or (ii) even unknowingly, perform any act in violation of applicable law, Agency or other government regulations, require- ments of any Lender, or the Project Documents if such act would or could materially adversely effect the Apartment Complex, the Partnership, the Investment Limited Partner or the Missouri Limited Partner. In the event of any conflict between the terms of this Agreement and any applicable Agency or other government regulations or requirements of any Lender, the terms of such regulations or requirements shall govern. Neither shall the General Partners have any authority to do any of the following acts without the Consent of the Investment Limited Partner and the prior written consent of the Special Limited Partner: (1) To borrow have borrowings in excess of $10,000 20,000 in the aggregate at any one time outstanding on the general credit of the Partnership, except borrowings constituting Subordinated Loans; (2) To borrow from the Partnership or commingle Partnership funds with funds of any other Person; (3) Following the Completion Date, to construct any new or replacement capital improvements on the Apartment Complex which substantially alter the Apartment Complex or its use or which are at a cost in excess of $10,000 20,000 in a single Partnership fiscal year, except (a) replacements and remodeling in the ordinary course of business or under emergency conditions or (b) construction paid for from insurance proceeds; (4) To acquire any real property in addition to the Apartment Complex; (5) Following Permanent Mortgage Commencement, to increase, decrease (except through the twenty-two-year amortization provided for in the Permanent Mortgage Commencement), modify the terms of or refinance the Permanent any Mortgage; (6) To rent apartments in the Apartment Complex such that the Apartment Complex would not meet the requirements of the Minimum Set-Aside Test or the Rent Restriction Test; ; (7) To sell, exchange or otherwise convey or transfer the Apartment Complex or substantially all the assets of the Partnership; (8) To terminate any agreement with any Agency; (9) To cause the Partnership to commence a proceeding seeking any decree, relief, order or appointment in respect to the Partnership under the federal bankruptcy laws, as now or hereafter constituted, or under any other federal or state bankruptcy, insolvency or similar law, or the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) for the Partnership or for any substantial part of the Partnership's business or property, or to cause the Partnership to consent to any such decree, relief, order or appointment instituted by any Person other than the Partnership; (10) To amend the Option and Right of First Refusal Agreement; or (11) To do any act required to be approved or ratified by all limited partners under the Uniform Act. (b) Neither the Investment General Partner nor any Affiliate thereof shall be given an exclusive right to sell, or exclusive employment to sell, the Apartment Complex.