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 Partners: (1) To borrow in excess of $50,000 in the aggregate at any one time outstanding on the general credit of the Partnership, except borrowings constituting Subordinated Loans or Credit Recovery Loans; (2) To borrow from the Partnership or commingle Partnership funds with funds of any other Person; (3) Following the Rehabilitation 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 refinance the Permanent Mortgages or the HoDAG Loan; (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 an Agency; or (9) To do any act required to be approved or ratified by all limited partners under the Uniform Act. (b) Neither any 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, 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 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 PartnersPartner and the prior written consent of the Special Limited Partner: (1) To borrow in excess of $50,000 10,000 in the aggregate at any one time outstanding on the general credit of the Partnership, except borrowings constituting Subordinated Loans or Credit Recovery Loansthe Working Capital Loan; (2) To borrow from the Partnership or commingle Partnership funds with funds of any other Person; (3) Following the Rehabilitation 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 fifty year amortization schedule provided for in the Permanent Mortgage) or refinance the Permanent Mortgages or the HoDAG LoanMortgage; (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 an AgencyFmHA; (9) To pledge or assign any of the Capital Contribution of the Investment Limited Partner or the proceeds thereof; or (910) 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 percent (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 notwith- standing. 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 any 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 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 Partners: (1) To borrow have borrowings (which shall not be deemed to mean trade payables) in excess of $50,000 20,000 in the aggregate at any one time outstanding on the general credit of the Partnership, except borrowings constituting Subordinated Loans or Credit Recovery Loans; (2) To borrow from the Partnership or commingle Partnership funds with funds of any other Person; (3) Following the Rehabilitation 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, modify the terms of or refinance the Permanent Mortgages or the HoDAG LoanMortgage; (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 an 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 Partners or the proceeds thereof; or (911) 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 shall give notice to the General Partners of such violation. If such violation has not been cured within five (5) business days of receipt of such notice, then 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 Economic Interest so that the additional General Partner shall receive not less than a one per cent (1%) interest in the profits, losses, tax credits, Cash Flow and Capital Transaction distributions of the Partnership in consideration of $100.00 and any other consideration which may be agreed upon. The pre-existing General Partners shall retain the remaining portion of the General Partner Economic Interest. 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 the Special Limited Partner or its designee as an additional General Partner shall not relieve any other General Partner of the Special Limited Partner or its designee as 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, which claims result from the actions or omissions of the General Partners prior to the admission of the additional General Partner. (c) Neither any 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 PartnersPartner: (1) To borrow in excess of $50,000 10,000 in the aggregate at any one time outstanding on the general credit of the Partnership, except borrowings constituting Subordinated Loans or Credit Recovery Loans; (2) To borrow from the Partnership or commingle Partnership funds with funds of any other Person; (3) Following the Rehabilitation 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 Mortgages or the HoDAG LoanMortgage; (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 an any Agency ; (9) To execute contracts with any Agency, the State or any subdivision or agency thereof or any other government agency to make apartments or tenants in the Apartment Complex eligible for any public- subsidy program; (10) To execute leases of some or all of the apartment units of the Apartment Complex to a public housing authority and/or to a non- profit corporation, cooperative or other non-profit Entity; (11) To amend the Construction Contract, except for change orders approved by the Lender; (12) To pledge or assign any of the Capital Contribution of the Investment Limited Partner or the proceeds thereof; or (913) To do any act required to be approved or ratified by all limited partners under the Uniform Act. (b) Neither any 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 MHDC or other government regulations, requirements of any Lender, or the Project DocumentsDocuments or (ii) even unknowingly, perform any act in violation of applicable law, MHDC or other government regulations, requirements of any Lender, or the Project Documents if such act would or could materially adversely effect the Apartment Complex, the Partnership or the Investment Limited Partners. In the event of any conflict between the terms of this Agreement and any applicable Agency MHDC 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 PartnersPartners and the prior written consent of the Special Limited Partner: (1) To borrow have borrowings in excess of $50,000 10,000 in the aggregate at any one time outstanding on the general credit of the Partnership, except borrowings constituting Subordinated Loans or Credit Recovery Loans; (2) To borrow from the Partnership or commingle Partnership funds with funds of any other Person; (3) Following the Rehabilitation 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 modify the terms of or refinance the Permanent Mortgages or the HoDAG LoanMortgage; (6) To rent apartments in the Apartment Complex such that the Apartment Complex would not meet the requirements of the HOME Minimum Set- Set-Aside Test, 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 an Agency; orMHDC; (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 do any act required to be approved or ratified by all limited partners under the Uniform Act; or (11) To amend or modify the Management Incentive Agreement. (b) Neither any the Investment General Partner Partners nor any Affiliate thereof shall be given an exclusive right to sell, or exclusive employment to sell, the Apartment Complex.