Common use of Restrictions on Authority Clause in Contracts

Restrictions on Authority. A. With respect to the Partnership and Partnership Property, the General Partners shall have no authority to perform any act in violation of any applicable laws or regulations thereunder, nor shall the General Partners as such, without the Consent of the Unitholders, have any authority: (i) to voluntarily dissolve or terminate the Partnership prior to the expiration of its term, except for the acts listed in Section 8.1 hereof, (ii) to purchase or acquire property other than personal property used in connection with the Properties or undertake construction of any properties other than the Properties (except as provided in the Prospectus); (iii) except as permitted in this Agreement, to do any act required to be approved by the Unitholders under the Act; (iv) to reinvest any Net Proceeds of Sale or Refinancing, except in short-term securities pursuant to Section 10.2B; (v) except with respect to the Interim Investments, to invest in or underwrite securities of any type or kind for any purpose, or make investments other than in the Properties and the operations related and incidental thereto; (vi) to do any act in contravention of this Agreement; (vii) to do any act that would make it impossible to carry on the ordinary business of the Partnership; (viii) to confess a judgment against the Partnership; (ix) to offer Interests or Units in exchange for property; (x) to possess the Properties or any Partnership Property related thereto, or assign the Partnership's rights in same, for other than the exclusive use of the Partnership; (xi) to operate in such a manner as to be classified as an "investment company" under the meaning of the Investment Company Act of 1940; (xii) to purchase or lease any property from or sell or lease property to the General Partners or their Affiliates; (xiii) to admit a Person as a General Partner, except as provided in this Agreement; (xiv) to admit a Person as a Unitholder or Limited Partner, except as provided in this Agreement; (xv) to sell all or substantially all of the Properties; (xvi) to create or suffer to exist any lien, security interest or other charge or encumbrance upon or with respect to any portion of the Properties if the sum of the principal amount of such debt and the principal amount of all other debts of the Partnership which are secured by all or part of the Partnership Property, would exceed 60% of the fair market value of all of the Partnership Property, as determined by an independent appraisal; provided, however, that the General Partners shall have the authority to create or suffer to exist any lien, security interest or other charge or encumbrance upon or with respect to the Partnership Property with a debt in excess of such limitation, but not in excess of 75% of the fair market value of the Partnership Property, as determined by an independent appraiser, if the total Gross Proceeds upon the Termination Date exceeds the Minimum Offering Amount but are less than the Maximum Offering Amount; (xvii) to cause or facilitate the merger or consolidation of the Partnership with other partnerships, including, but not limited to, mergers or consolidations in which the Unitholders receive in exchange for their Units interests in the surviving entity, with the objective of listing the interests of the surviving entity on a national or regional securities exchange or NASDAQ; (xviii) to list the Units on a securities exchange or enable the Units to be traded in the over-the-counter market, or otherwise facilitate the establishment of a market for the trading of Units, or (except as set forth in Section 5.2A(xiv) to withdraw the Units from such listing; (xix) to take such steps as the General Partners determine are advisable or necessary to restructure the Partnership and its activities in order to enable the Partnership to qualify as a real estate investment trust for federal income tax purposes. B. The General Partners shall not take any action which, for federal tax purposes, shall cause the Partnership to terminate or to be treated as an association taxable as a corporation.

Restrictions on Authority. A. With respect to the Partnership The General Partner and Partnership Property, the General Partners its Affiliates shall have no authority to perform any act in violation of any applicable laws or regulations thereunder, nor shall the General Partners Partner as such, without the Consent of the Unitholders, such have any authority: (i) to voluntarily dissolve or terminate the Partnership prior to the expiration of its term, except for the acts listed in Section 8.1 hereof, (ii) to purchase or acquire property other than personal property used in connection with the Properties or undertake construction of any properties other than the Properties (except as provided described in the Prospectus)Prospectus or to invest more than 25% of the Gross Proceeds of the Offering in unimproved, non-income producing property; (iiiii) except as permitted in this Agreement, to do any act required to be approved by the Unitholders Investors under the Act; (iviii) to reinvest any Net Cash Flow or Net Proceeds of Sale or RefinancingFinancing, except in short-term securities pursuant to Section 10.2B; (viv) except with respect to the Interim Investments, to invest in or underwrite securities of any type or kind for any purpose, or make investments other than in the Properties and the operations related and incidental thereto; (viv) to do any act in contravention of this Agreement; (viivi) to do any act that would make it impossible to carry on the ordinary business of the Partnership; (viiivii) to confess a judgment against the Partnership; (ixviii) to offer Interests or Units in exchange for property; (xix) to possess the Properties or any Partnership Property related theretoproperty, or assign the Partnership's rights in same, for other than the exclusive use of the Partnership; (xix) to operate in such a manner as to be classified as an "investment company" under the meaning of the Investment Company Act of 1940; (xiixi) to purchase or lease any property from or sell or lease property to the General Partners Partner, its Affiliates or their Affiliatesany program or partnership in which the General Partner or its Affiliates have any interest (provided however that the General Partner or an Affiliate may temporarily hold title to a Property to facilitate an acquisition by the Partnership so long as no profit is received by the General Partner or Affiliate); (xiiixii) to admit a Person as a General Partner, except as provided in this Agreement; (xivxiii) to admit a Person as a Unitholder an Investor or Limited Partner, except as provided in this Agreement; (xv) to sell all or substantially all of the Properties; (xvixiv) to create or suffer to exist any lien, security interest or other charge or encumbrance upon or with respect to any portion of the Properties if the sum of the principal amount of such debt and the principal amount of all other debts of a total indebtedness incurred by the Partnership which are secured by all or part in excess of the Partnership Property, would exceed 60% of the fair market value of all of the Partnership Propertyassets of the Partnership, as determined determined, by an independent appraisal; provided, however, that the General Partners Partner shall have the authority to create or suffer to exist any lien, security interest or other charge or encumbrance upon or incur indebtedness with respect to the Partnership any single Property with a debt in excess of such limitation, up to but not in excess of 75% of the then fair market value of the Partnership such Property, as determined by an independent appraiser; provided, if further, that the total Gross Proceeds upon foregoing term "indebtedness" shall include the Termination Date principal of any loan together with any interest that may be deferred pursuant to the terms of the loan agreement which exceeds 5% per annum of the Minimum Offering Amount but are less than principal balance of such indebtedness excluding contingent participations in income or appreciation in the Maximum Offering Amountvalue of the property); (xviixv) without the Majority Vote of the Investors, to cause or facilitate the merger or consolidation of the Partnership with other partnerships, including, but not limited to, mergers or consolidations in which the Unitholders Investors receive in exchange for their Units interests in the surviving entity, with the objective of listing the interests of the surviving entity on a national or regional securities exchange or NASDAQ; (xviiixvi) subject to Section 7.2.A, without the Majority Vote of the Investors, to list the Units on a securities exchange or enable the Units to be traded in the over-the-counter market, or otherwise facilitate the establishment of a market for the trading of Units, or (except as set forth in Section 5.2A(xiv)) to withdraw the Units from such listing;; or (xixxvii) to take such steps as without the General Partners determine are advisable or necessary Majority Vote of the Investors, to restructure the Partnership and its activities in order to enable the Partnership to qualify as a real estate investment trust ("REIT") for federal income tax purposes.; or (xviii) to obtain mortgage financing which is not fully amortized over not more than 30 years or which requires balloon payments due sooner than seven years from the date the Partnership acquires the Property securing such financing; provided, however, that the foregoing do not apply to financing representing 25% or less of the purchase price of the Properties acquired or to interim financing. B. The General Partners Partner shall not take any action which, for federal tax purposes, shall cause the Partnership to terminate or to be treated as an association taxable as a corporation.

Restrictions on Authority. A. With respect to the Partnership The General Partner and Partnership Property, the General Partners its Affiliates shall have no authority to perform any act in violation of any applicable laws or regulations thereunder, nor shall the General Partners Partner as such, without the Consent of the Unitholders, such have any authority: (i) to voluntarily dissolve or terminate the Partnership prior to the expiration of its term, except for the acts listed in Section 8.1 hereof, (ii) to purchase or acquire property other than personal property used in connection with the Properties or undertake construction of any properties other than the Properties (except as provided described in the Prospectus)Prospectus or to invest more than 10% of the Proceeds available for investment of the Offering in unimproved, non-income producing property; (iiiii) except as permitted in this Agreement, to do any an act required to be approved by the Unitholders Investors under the Act; (iviii) to reinvest in Properties any Net Cash Flow or Net Proceeds of from a Sale or Refinancing, except in short-term securities pursuant to Section 10.2BFinancing; (viv) except with respect to the Interim Investments, to invest in or underwrite securities of any type or kind for any purpose, or make investments other than in the Properties and the operations related and incidental thereto; (viv) to do any act in contravention of this Agreement; (viivi) to do any act that would make it impossible to carry on the ordinary business of the Partnership; (viiivii) to confess a judgment against the Partnership; (ixviii) to offer Interests or Units in exchange for property; (xix) to possess the Properties or any Partnership Property related theretoproperty, or assign the Partnership's rights in same, for other than the exclusive use of the Partnership; (xix) to operate in such a manner as to be classified as an "investment company" under the meaning of the Investment Company Act of 1940; (xiixi) to purchase or lease any property from or sell or lease property to the General Partners Partner, its Affiliates or their Affiliatesany program or partnership in which the General Partner or its Affiliates have any interest (provided however that the General Partner or an Affiliate (but not a program or partnership in which the General Partner or an Affiliate has an interest) may purchase a Property in its own name (and assume loans in connection therewith) and temporarily hold title thereto (but in no event purchase a Property held for a period in excess of 12 months prior to the date of the Prospectus), for the purpose of facilitating the acquisition of the Property, or the borrowing of money or obtaining of financing for the Partnership, or any other purpose related to the business of the Partnership, provided that the Property is purchased by the Partnership for a price no greater than the cost of the Property to the Sponsor, except compensation in accordance with the NASAA Guidelines, and provided there is no difference in interest rates of the loans secured by the Property at the time acquired by the Sponsor and the time acquired by the Partnership, nor any other benefit arising out of such transaction to the Sponsor apart from compensation otherwise permitted under the NASAA Guidelines; accordingly, all income generated and expenses associated with the Property shall be treated as belonging to the Partnership; the Sponsor shall not sell a Property to the Partnership pursuant to this section 5.4.A(xi) if the cost of the Property exceeds the funds reasonably anticipated to be available to the Partnership to purchase the Property; if the cost of the Properties acquired by the Sponsor on behalf of the Partnership exceeds Partnership funds available, the General Partner shall determine the Properties to be acquired by the Partnership based solely upon fulfilling the Partnership's objectives of obtaining a diversified portfolio of Properties believed to have significant future potential for eventual sale as development sites; (xiiixii) to admit a Person as a General Partner, except as provided in this Agreement; (xivxiii) to admit a Person as a Unitholder an Investor or Limited Partner, except as provided in this Agreement; (xv) to sell all or substantially all of the Properties; (xvixiv) to create or suffer to exist any lien, security interest or other charge or encumbrance upon or with respect to any portion of the Properties if the sum of the principal amount of such debt and the principal amount of all other debts of a total indebtedness incurred by the Partnership which are secured by all or part in excess of the Partnership Property, would exceed 6050% of the fair market value of all the assets of the Partnership Property, at the time the debt is incurred as determined by an independent appraisal; provided, however, that the General Partners foregoing term "indebtedness" shall have include the authority to create or suffer to exist principal of any lien, security loan together with any interest or other charge or encumbrance upon or with respect that may be deferred pursuant to the Partnership Property with a debt in excess terms of the loan agreement which exceeds 5% per annum of the principal balance of such limitation, but not indebtedness (excluding contingent participations in excess of 75% of income or appreciation in the fair market value of the property) and shall exclude any indebtedness incurred by the Partnership Property, as determined by an independent appraiser, if the total Gross Proceeds upon the Termination Date exceeds the Minimum Offering Amount but are less than the Maximum Offering Amountfor necessary working capital; (xviixv) make loans of any kind, except to the extent of receiving purchase money obligations in connection with the Sale of any Property; (xvi) without the Majority Vote of the Investors, to cause or facilitate the merger or consolidation of the Partnership with other partnerships, including, but not limited to, mergers or consolidations in which the Unitholders Investors receive in exchange for their Units interests in the surviving entity, with the objective of listing the interests of the surviving entity on a national or regional securities securities-exchange or NASDAQNASDAQ (provided that no Units owned by the General Partner or its Affiliates shall be entitled to vote with respect to such transaction); (xviiixvii) subject to Section 7.2.A, without the Majority Vote of the Investors, to list the Units on a securities exchange or enable the Units to be traded in the over-the-counter market, or otherwise facilitate the establishment of a market for the trading of Units, or (except as set forth in Section 5.2A(xiv)) to withdraw the Units from such listing; (xixxviii) to take such steps as without the General Partners determine are advisable or necessary Majority Vote of the Investors, to restructure the Partnership and its activities in order to enable the Partnership to qualify as a real estate investment trust ("REIT") for federal income tax purposes.; or (xix) to obtain mortgage financing which is not fully amortized over not more than 30 years or which requires balloon payments due sooner than seven years from the date the Partnership acquires the Property securing such financing; provided, however, that the foregoing do not apply to financing representing 25% or less of the purchase price of the Properties acquired or to interim financing. B. The General Partners Partner shall not take any action which, for federal tax purposes, shall cause the Partnership to terminate or to be treated as an association taxable as a corporation.

Restrictions on Authority. A. With respect to the Partnership and Partnership Property, the General Partners shall have no authority to perform any act in violation of any applicable laws or regulations thereunder, nor shall the General Partners as such, without the Consent of the UnitholdersClass A Limited Partners, have any authority: (i) to voluntarily dissolve or terminate the Partnership prior to the expiration of its term, except for the acts listed exceplisted in Section 8.1 hereof,; (ii) to purchase or acquire property other than personal property used in connection with the Properties or undertake construction of any properties other than the Properties (except as provided specified, provided, however, that the General Partners may alter the planned order of construction of Properties II, III and IV if they determine, in their sole discretion, that such change is not detrimental to the Prospectus)Partnership; (iii) except as permitted in this Agreement, to do any act required to be approved by the Unitholders Class A Limited Partners under the Act; (iv) to reinvest any Net Proceeds of Sale Operational Stage Financing or RefinancingSale, except in short-term securities pursuant to Section 10.2B; (v) except with respect to the Interim Investments, to invest in or underwrite securities of any type or kind for any purpose, or make investments other than in the Properties and the operations related and incidental thereto; (vi) to do any act in contravention of this Agreement; (vii) to do any act that would make it impossible to carry on the ordinary business of the Partnership; (viii) to confess a judgment against the Partnership; (ix) to offer Class A Limited Partner Interests or Units in the Partnership in exchange for property; (x) to possess the Properties or any Partnership Property related thereto, or assign the Partnership's rights in same, for other than the exclusive use of the Partnership; (xi) to admit Additional Class A Limited Partners to the Partnership after the Termination Date of the Offering (the General Partners shall not be required to seek the Consent of the Class A Limited Partners to admit Substitute Limited Partners into the Partnership); (xii) to operate in such a manner as to be classified as an "investment company" under the meaning of the Investment Company Act of 1940; (xiixiii) except as provided herein and in the Prospectus, to purchase or lease any property from or sell or lease property to the General Partners or their Affiliates; (xiii) to admit a Person as a General Partner, except as provided in this Agreement;; or (xiv) to admit a Person as a Unitholder or Limited Partner, except as provided obtain financing other than under the circumstances and conditions set forth herein and in this Agreement; (xv) to sell all or substantially all of the Properties; (xvi) to create or suffer to exist any lien, security interest or other charge or encumbrance upon or Prospectus with respect to (a) any portion of the Properties if the sum of the principal amount of such debt and the principal amount of all other debts of the Partnership which are secured by all Construction Financing or part of the Partnership financing commitment to complete a Property, would exceed 60% of the fair market value of all of the Partnership Propertyor (b) any Operational Stage Financing. B. In addition, as determined by an independent appraisal; provided, however, that the General Partners shall have the no authority to create or suffer to exist any lien, security interest or other charge or encumbrance upon or with respect to the Partnership Property with a debt in excess of such limitation, but not in excess of 75% of the fair market value of the Partnership Property, as determined by an independent appraiser, if the total Gross Proceeds upon the Termination Date exceeds the Minimum Offering Amount but are less than the Maximum Offering Amount; (xvii) to cause or facilitate the merger or consolidation of the Partnership with other partnerships, including, but not limited to, mergers or consolidations in which the Unitholders receive in exchange for their Units interests in the surviving entity, with the objective of listing the interests of the surviving entity on a national or regional securities exchange or NASDAQ; (xviii) to list the Units on a securities exchange or enable the Units to be traded in the over-the-counter market, or otherwise facilitate the establishment of a market for the trading of Units, or (except as set forth in Section 5.2A(xiv) to withdraw the Units from such listing; (xix) to take such steps as the General Partners determine are advisable or necessary to restructure the Partnership and its activities in order to enable the Partnership to qualify as a real estate investment trust for federal income tax purposes. B. The General Partners shall not take any action which, for federal tax purposes, shall cause the Partnership to terminate incur Construction Financing with respect to Property 1, or to cause the Partnership to incur Construction Financing for any of Properties II, III or IV except on the following terms and conditions: (i) If the Offering has raised less than 100 % but more than 50 % of the Gross Proceeds of the Offering necessary to complete a Property, the Partnership may obtain a Construction Financing commitment for the balance of the funds necessary to acquire and complete such Property. As the balance of the Net Proceeds of the Offering necessary to complete such Property are subsequently raised from additional investors, any Construction Financing actually drawn with respect to such Property will be treated as an association taxable as retired by such additional Net Proceeds of the Offering. If for any Property insufficient additional funds are raised from investors to completely retire the Construction Financing prior to the Termination Date of the Offering, such financing will remain in place and constitute a corporationlien against the Property. Under no circumstances will the Partnership subject more than one Property to Construction Financing at any given time, nor may the amount of such Construction Financing exceed 50% of the Net Proceeds of the Offering necessary for completion of that Property, nor will the Partnership undertake construction under such circumstances absent a commitment for a replacement loan at the completion of construction or unless the original construction financing has a term, including permitted extensions, of not less than four years. (ii) If more gm 50% but less than 100% of the Gross Proceeds of the Offering necessary to construct any of Properties II, III or IV are raised, the General Partners may, in lieu of obtaining Construction Financing for such Property, elect to terminate the Offering.

Restrictions on Authority. A. With respect to the Partnership and Partnership PropertyNotwithstanding any other provisions of this Agreement, the General Partners Partner shall have no authority to perform any act in respect of the Partnership or the Project in violation of (i) the Regulations or any other applicable laws law and regulations, or regulations thereunder(ii) any agreement between the Partnership and the Lender. With respect to the execution of the Loan Documents and the Project Documents, nor however, violation of the preceding sentence shall result only in liability of the General Partners as suchPartner to the Partnership and the other Partners, without and shall not invalidate or cause the Partnership not to be bound by any of said documents except that any agreement between the Partnership and the General Partner or its Affiliates may be rejected if the Consent of the UnitholdersInvestor Limited Partner is not obtained. B. Except as provided in Sections 3 and 5.7, the General Partner shall not have any authorityauthority to do any of the following acts without the consent of the Special Limited Partner (which, in the case of a refinancing of the Mortgage Loan or a sale, and except as provided in Section 3 and Section 5.7, may be given or withheld with or without cause in its sole discretion) and, if required, any Requisite Approvals: (i) to voluntarily dissolve or terminate incur indebtedness for money borrowed on the Partnership prior to general credit of the expiration of its term, except for the acts listed in Section 8.1 hereof,Partnership; or (ii) to purchase or acquire property other than personal property used in connection with make a material change to the Properties or undertake construction of any properties other than the Properties (except as provided in the Prospectus);Plans and Specifications; or (iii) except as permitted in this Agreementfollowing the Certificate of Occupancy, to do construct any act required new capital improvements, or to be approved by replace any existing capital improvements if construction or replacement would substantially alter the Unitholders under character or use of the Act;Project or expand the Project; or (iv) to reinvest acquire any Net Proceeds real property in addition to Parcel One and Parcel Two (other than easements or similar rights necessary or convenient for the operation of Sale or Refinancing, except in short-term securities pursuant to Section 10.2B;the Project); or (v) to cause the Partnership to make any loan or advance to any Person except with respect to as provided in Section 2.4(iii) (for purposes of this clause, accounts receivable in the Interim Investments, to invest in or underwrite securities ordinary course of any type or kind for any purpose, or make investments business from Persons other than in the Properties and the operations related and incidental thereto;General Partner or its Affiliates shall not be deemed to be advances or loans); or (vi) to do take any act in contravention of this Agreement;action which would cause a Recapture Event; or (vii) to do any act that would make it impossible to carry on the ordinary business sell all or substantially all of the Partnership;Partnership Property; or (viii) to confess a judgment against refinance the Partnership;Mortgage Loan; or (ix) to offer Interests or Units in exchange for property;appoint a new Manager; or (x) to possess the Properties or any Partnership Property related thereto, or assign the Partnership's rights in same, for other than the exclusive use of the Partnership;appoint new Accountants; or (xi) to operate in such a manner as to be classified as an "investment company" under the meaning of the Investment Company Act of 1940; (xii) to purchase or lease any property from or sell or lease property to the General Partners or their Affiliates; (xiii) to admit a Person as a General Partner, except as provided in this Agreement; (xiv) to admit a Person as a Unitholder or Limited Partner, except as provided in this Agreement; (xv) to sell all or substantially all of the Properties; (xvi) to create or suffer to exist any lien, security interest or other charge or encumbrance upon or with respect to any portion of the Properties if the sum of the principal amount of such debt and the principal amount of all other debts of the Partnership which are secured by all or part of the Partnership Property, would exceed 60% of the fair market value of all of the Partnership Property, as determined by an independent appraisal; provided, however, that the General Partners shall have the authority to create or suffer to exist any lien, security interest or other charge or encumbrance upon or with respect to the Partnership Property with a debt in excess of such limitation, but not in excess of 75% of the fair market value of the Partnership Property, as determined by an independent appraiser, if the total Gross Proceeds upon the Termination Date exceeds the Minimum Offering Amount but are less than the Maximum Offering Amount; (xvii) to cause or facilitate the merger or consolidation of the Partnership with other partnerships, including, but not limited to, mergers or consolidations in which the Unitholders receive in exchange for their Units interests in the surviving entity, with the objective of listing the interests of the surviving entity on a national or regional securities exchange or NASDAQ; (xviii) to list the Units on a securities exchange or enable the Units to be traded in the over-the-counter market, or otherwise facilitate the establishment of a market for the trading of Units, or (except as set forth in Section 5.2A(xiv) to withdraw the Units from such listing; (xix) to take such steps as the General Partners determine are advisable or necessary to restructure the Partnership and its activities in order to enable the Partnership to qualify as a real estate investment trust for federal income tax purposes. B. The General Partners shall not take any action which, for federal tax purposes, shall cause the Partnership to terminate or to be treated as an association taxable as a corporation.

Restrictions on Authority. A. With respect to the Partnership and Partnership PropertyNotwithstanding any other provisions of this Agreement, the General Partners Partner shall have no authority to perform any act in respect of the Partnership or the Project in violation of (i) the Regulations or any other applicable laws law and regulations, (ii) any agreement to which the between the Partnership and the Lender relating to the Project, or regulations thereunder(iii) this Agreement. With respect to the execution of the Loan Documents and the Project Documents, nor however, violation of the preceding sentence shall result only in liability of General Partner to the Partnership and the other Partners, and shall not invalidate or cause the Partnership not to be bound by any of said documents except that any agreement between the Partnership and General Partners Partner or General Partner's Affiliates may be rejected without liability to the Partnership if the Consent of Special Limited Partner is not obtained. B. Except as suchprovided in Section 3, General Partner shall not have any authority to do any of the following acts without the Consent of the UnitholdersSpecial Limited Partner (which, have except as provided in Section 3, may be given or withheld with or without cause in Special Limited Partner's sole discretion) and, if required, any authorityRequisite Approvals: (i) to voluntarily dissolve or terminate incur indebtedness for money borrowed on the Partnership prior to general credit of the expiration of its term, except for the acts listed in Section 8.1 hereof,Partnership; or (ii) to purchase or acquire property other than personal property used in connection with make a material change to the Properties or undertake construction of any properties other than the Properties (except as provided in the Prospectus);Plans and Specifications; or (iii) except as permitted following the Certificate of Occupancy, any expenditure to construct any new capital improvements, or to replace any existing capital improvements for an amount in this Agreement, to do any act required to be approved by the Unitholders under the Act;excess of $25,000; or (iv) to reinvest acquire by purchase or lease any Net Proceeds real property in addition to the Real Property (other than easements or similar rights necessary or convenient for the operation of Sale or Refinancing, except in short-term securities pursuant to Section 10.2B;the Project); or (v) except with respect to cause the Interim InvestmentsPartnership to make any loan or advance to any Person (for purposes of this clause, to invest accounts receivable incurred and paid in or underwrite securities the ordinary course of any type or kind for any purpose, or make investments business from Persons other than in the Properties and the operations related and incidental thereto;General Partner or General Partner's Affiliates shall not be deemed to be advances or loans); or (vi) to do take any act in contravention of this Agreement;action which would cause a Recapture Event; or (vii) to do sell any act that would make it impossible to carry on the ordinary business material portion of the Partnership;Partnership Property; or (viii) to confess a judgment against refinance or materially modify the Partnership;Mortgage Loan, the TIF Advance Loan or the Gap Loan; or (ix) to offer Interests terminate or Units in exchange for property;appoint a new Manager; or (x) to possess the Properties terminate or any Partnership Property related thereto, or assign the Partnership's rights in same, for other than the exclusive use of the Partnership;appoint new Accountants; or (xi) to operate incur a Debt Service Deficiency Loan in such a manner as to be classified as an "investment company" under the meaning of the Investment Company Act of 1940;amount which is less than $20,000.00; or (xii) to purchase or lease any property from or sell or lease property to the General Partners or their Affiliatesmake Partnership decisions under Section 5.02 and 5.03 of Management Agreement; (xiii) to admit a Person as a General Partner, except as provided in this Agreement; (xiv) to admit a Person as a Unitholder amend this Agreement or the Certificate of Limited Partner, except as provided in this AgreementPartnership filed on behalf of the Partnership; (xv) so long as any obligation secured by the Mortgage Loan is outstanding, file a voluntary petition or otherwise initiate proceedings to sell have the Partnership adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Partnership, or file a petition seeking or consenting to reorganization or relief of the Partnership as debtor under any applicable federal or state law relating to bankruptcy, insolvency, or other relief for debtors with respect to the Partnership; or seek or consent to the appointment of any trustee, receiver, conservator, assignee, sequestrator, custodian, liquidator (or other similar official) of the Partnership or of all or substantially all any substantial part of the Properties;properties and assets of the Partnership, or make any general assignment for the benefit of creditors of the partnership, or admit in writing the inability of the Partnership to pay its debts generally as they become due or declare or effect a moratorium on the Partnership debt or take any action in furtherance of any such action; or (xvi) to create merge or suffer to exist consolidate with any lien, security interest or other charge or encumbrance upon or with respect to any portion of the Properties if the sum of the principal amount of such debt and the principal amount of all other debts of the Partnership which are secured by all or part of the Partnership Property, would exceed 60% of the fair market value of all of the Partnership Property, as determined by an independent appraisal; provided, however, that the General Partners shall have the authority to create or suffer to exist any lien, security interest or other charge or encumbrance upon or with respect to the Partnership Property with a debt in excess of such limitation, but not in excess of 75% of the fair market value of the Partnership Property, as determined by an independent appraiser, if the total Gross Proceeds upon the Termination Date exceeds the Minimum Offering Amount but are less than the Maximum Offering Amount; (xvii) to cause or facilitate the merger or consolidation of the Partnership with other partnerships, including, but not limited to, mergers or consolidations in which the Unitholders receive in exchange for their Units interests in the surviving entity, with the objective of listing the interests of the surviving entity on a national or regional securities exchange or NASDAQ; (xviii) to list the Units on a securities exchange or enable the Units to be traded in the over-the-counter market, or otherwise facilitate the establishment of a market for the trading of Units, or (except as set forth in Section 5.2A(xiv) to withdraw the Units from such listing; (xix) to take such steps as the General Partners determine are advisable or necessary to restructure the Partnership and its activities in order to enable the Partnership to qualify as a real estate investment trust for federal income tax purposes. B. The General Partners shall not take any action which, for federal tax purposes, shall cause the Partnership to terminate or to be treated as an association taxable as a corporation.

Restrictions on Authority. A. With respect to the Partnership and Partnership PropertyNotwithstanding any other provisions of this Agreement, the General Partners Partner shall have no authority to perform any act in respect of the Partnership or the Project in violation of (i) the Regulations or any other applicable laws law and regulations, (ii) any agreement to which the between the Partnership and the Lender relating to the Project, or regulations thereunder(iii) this Agreement. With respect to the execution of the Loan Documents and the Project Documents, nor however, violation of the preceding sentence shall result only in liability of General Partner to the Partnership and the other Partners, and shall not invalidate or cause the Partnership not to be bound by any of said documents except that any agreement between the Partnership and General Partners Partner or General Partner's Affiliates may be rejected without liability to the Partnership if the Consent of Special Limited Partner is not obtained. B. Except as suchprovided in Section 3, General Partner shall not have any authority to do any of the following acts without the Consent of the UnitholdersSpecial Limited Partner (which, have except as provided in Section 3, may be given or withheld with or without cause in Special Limited Partner's sole discretion) and, if required, any authorityRequisite Approvals: (i) to voluntarily dissolve or terminate incur indebtedness for money borrowed on the Partnership prior to general credit of the expiration of its term, except for the acts listed in Section 8.1 hereof,Partnership; or (ii) to purchase or acquire property other than personal property used in connection with make a material change to the Properties or undertake construction of any properties other than the Properties (except as provided in the Prospectus);Plans and Specifications; or (iii) except as permitted following the Certificate of Occupancy, any expenditure to construct any new capital improvements, or to replace any existing capital improvements for an amount in this Agreement, to do any act required to be approved by the Unitholders under the Act;excess of $25,000; or (iv) to reinvest acquire by purchase or lease any Net Proceeds real property in addition to the Real Property (other than easements or similar rights necessary or convenient for the operation of Sale or Refinancing, except in short-term securities pursuant to Section 10.2B;the Project); or (v) except with respect to cause the Interim InvestmentsPartnership to make any loan or advance to any Person (for purposes of this clause, to invest accounts receivable incurred and paid in or underwrite securities the ordinary course of any type or kind for any purpose, or make investments business from Persons other than in the Properties and the operations related and incidental thereto;General Partner or General Partner's Affiliates shall not be deemed to be advances or loans); or (vi) to do take any act in contravention of this Agreement;action which would cause a Recapture Event; or (vii) to do any act that would make it impossible to carry on the ordinary business sell all or substantially all of the Partnership;Partnership Property; or (viii) to confess a judgment against refinance the Partnership;Mortgage Loan or the Gap Loan; or (ix) to offer Interests terminate or Units in exchange for property;appoint a new Manager; or (x) to possess the Properties terminate or any Partnership Property related thereto, or assign the Partnership's rights in same, for other than the exclusive use of the Partnership;appoint new Accountants; or (xi) to operate incur a Debt Service Deficiency Loan in such a manner as to be classified as an "investment company" under the meaning of the Investment Company Act of 1940;amount which is less than $20,000.00; or (xii) to purchase or lease any property from or sell or lease property to the General Partners or their Affiliates;make Partnership decisions under Section 5.02 and 5.03 of Management Agreement; or (xiii) to admit a Person as a General Partner, except as provided in this Agreement; (xiv) to admit a Person as a Unitholder or Limited Partner, except as provided in this Agreement; (xv) to sell all or substantially all of the Properties; (xvi) to create or suffer to exist any lien, security interest or other charge or encumbrance upon or with respect to any portion of the Properties if the sum of the principal amount of such debt and the principal amount of all other debts of the Partnership which are secured by all or part of the Partnership Property, would exceed 60% of the fair market value of all of the Partnership Property, as determined by an independent appraisal; provided, however, that the General Partners shall have the authority to create or suffer to exist any lien, security interest or other charge or encumbrance upon or with respect to the Partnership Property with a debt in excess of such limitation, but not in excess of 75% of the fair market value of the Partnership Property, as determined by an independent appraiser, if the total Gross Proceeds upon the Termination Date exceeds the Minimum Offering Amount but are less than the Maximum Offering Amount; (xvii) to cause or facilitate the merger or consolidation of the Partnership with other partnerships, including, but not limited to, mergers or consolidations in which the Unitholders receive in exchange for their Units interests in the surviving entity, with the objective of listing the interests of the surviving entity on a national or regional securities exchange or NASDAQ; (xviii) to list the Units on a securities exchange or enable the Units to be traded in the over-the-counter market, or otherwise facilitate the establishment of a market for the trading of Units, or (except as set forth in Section 5.2A(xiv) to withdraw the Units from such listing; (xix) to take such steps as the General Partners determine are advisable or necessary to restructure the Partnership and its activities in order to enable the Partnership to qualify as a real estate investment trust for federal income tax purposes. B. The General Partners shall not take any action which, for federal tax purposes, shall cause the Partnership to terminate or to be treated as an association taxable as a corporation.

Restrictions on Authority. A. With In addition to those acts and decisions set forth elsewhere in this Agreement, the Parties hereby agree that the General Partners not take any action, expend any sum, or incur any obligation with respect to the following matters unless and until the same has been approved by the Limited Partner: (a) The approval of any and all plans and specifications for the Project; (b) The approval of any and all changes to the plans and specification of the Project that result in a cumulative change in the cost of the Project of more than $5,000; (c) Acquisition of any asset unrelated to the Partnership and Partnership Propertyoperation of the Project by the Partnership; (d) Sale, the General Partners shall have no authority to perform any act in violation exchange, assignment, financing, refinancing or mortgaging of all or a substantial part of any applicable laws or regulations thereunder, nor shall the General Partners as such, without the Consent of the Unitholders, have any authority: Partnership asset (i) other than credit extended to voluntarily dissolve or terminate the Partnership prior to the expiration of its term, except for the acts listed in Section 8.1 hereof, (ii) to purchase or acquire property other than personal property used in connection with the Properties or undertake construction of any properties other than the Properties (except as provided by usual trade creditors in the Prospectusordinary course of Partnership business); (iiie) except as permitted in this AgreementLending any funds or extending credit, or causing the Partnership to do become a guarantor or surety for any act required to be approved by the Unitholders under the Actpurpose; (ivf) to reinvest Entering into any Net Proceeds of Sale contract or Refinancingagreement with an Affiliate, except in short-term securities pursuant to Section 10.2B; (v) except with respect to the Interim Investments, to invest in or underwrite securities of any type or kind for any purpose, or make investments other than those contracts and agreement contemplated in the Properties and the operations related and incidental thereto; (vi) to do any act in contravention of this Agreement; (viig) to do The release, assignment or transfer of any act that would make it impossible to carry on the ordinary business Partnership claim, security interest, or all or any part of any other asset of the Partnership; Partnership; (viiih) to confess Confessing a judgment against the Partnership; (ixi) Any loan or advance from the Partners or Limited Partner to offer Interests or Units in exchange for property;the (xj) to possess the Properties The selection, employment or termination of any Partnership Property related thereto, individual or assign entity employed by the Partnership's rights in same, for including the property manager and other than the exclusive use of the Partnership; (xi) to operate in such a manner as to be classified as an "investment company" under the meaning of the Investment Company Act of 1940; (xii) to purchase agents or lease any property from or sell or lease property to the General Partners or their Affiliates; (xiii) to admit a Person as a General Partnerconsultants, except as otherwise provided for in this Agreement; (xivk) Requesting that the Partners make any additional capital contribution to admit a Person as a Unitholder or Limited Partner, except as provided in this Agreementthe Partnership; (xvl) to sell The filing of bankruptcy by the Partnership; (m) The execution or delivery of any assignment of all or substantially all of the PropertiesPartnership's assets for the benefit of the Partnership's creditors; (xvin) to create The use by any party, or suffer to exist any lienindividual or entity affiliated with a party, security interest of any real or personal property owned by the Partnership for a purpose other charge or encumbrance upon or with respect to any portion than in furtherance of the Properties if the sum of the principal amount of such debt and the principal amount of all other debts of the Partnership which are secured by all or part of the Partnership Property, would exceed 60% of the fair market value of all of the Partnership Property, as determined by an independent appraisal; provided, however, that the General Partners shall have the authority to create or suffer to exist any lien, security interest or other charge or encumbrance upon or with respect to the Partnership Property with a debt in excess of such limitation, but not in excess of 75% of the fair market value of the Partnership Property, as determined by an independent appraiser, if the total Gross Proceeds upon the Termination Date exceeds the Minimum Offering Amount but are less than the Maximum Offering AmountPartnership's business; (xviio) to cause or facilitate The establishment of annual operating budgets for the merger or consolidation of the Partnership with other partnerships, including, but not limited to, mergers or consolidations in which the Unitholders receive in exchange for their Units interests in the surviving entity, with the objective of listing the interests of the surviving entity on a national or regional securities exchange or NASDAQProject; (xviiip) to list Borrowing any sums, or obtaining any credit on behalf of the Units on a securities exchange or enable Partnership; and (q) The syndication of the Units to be traded limited Percentage Interest in the over-the-counter marketPartnership. Notwithstanding the foregoing, or otherwise facilitate NP Construction Company shall be the establishment of a market for Partnership’s General Contractor, Domus Management Company shall be the trading of UnitsPartnership’s Management Agent, or (except as set forth in Section 5.2A(xiv) to withdraw Xxxxxx shall be the Units from such listing; (xix) to take such steps as Partnership’s accountants, and Bocarsly Emden Xxxxx Xxxxxx & Xxxxx, LLP shall be the General Partners determine are advisable or necessary to restructure the Partnership and its activities in order to enable the Partnership to qualify as a real estate investment trust for federal income tax purposesPartnership’s legal counsel. B. The General Partners shall not take any action which, for federal tax purposes, shall cause the Partnership to terminate or to be treated as an association taxable as a corporation.