Real Estate Associates LTD Iii Sample Contracts

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SECOND AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP OF VILLAGE APARTMENT, LTD.
Amended and Restated Agreement and Certificate of Limited Partnership • August 12th, 2011 • Real Estate Associates LTD Iii • Real estate

This Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership (the "Amendment") of Village Apartment, Ltd., a Tennessee limited partnership (the "Partnership"), is made as of May 18, 2011, by and R.L. Ayers, an individual (the "Operating General Partner"); and Village Apartment Limited, Inc., a Tennessee corporation (the "Corporation"); Real Estate Associates Limited III, a California limited partnership (the "Withdrawing Limited Partner"); and Helen Ayers, an individual (the "Incoming Limited Partner" and together with the Operating General Partner, the Incoming Limited Partner and the Corporation, each a "Party" and any two or more, as the context requires, collectively, the "Parties"), with reference to the following:

THIRD AMENDMENT TO AMENDED AND RESTATED CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP OF 300 BROADWAY ASSOCIATES
Limited Partnership Agreement • June 16th, 2006 • Real Estate Associates LTD Iii • Real estate

This Third Amendment to Amended and Restated Certificate and Agreement of Limited Partnership (the "Amendment"), effective as of January 1, 2006 (the ,Effective Date"), is entered into by Jenks School Corp., a Rhode Island corporation, Thomas P. Dimeo and Lorraine S. Dimeo (collectively, the "General Partner"); Broadway Limited Partner, LLC, a Rhode Island limited liability corporation (the "Incoming Limited Partner"), and Real Estate Associates Limited Ill, a California limited partnership (the "Withdrawing Partner"), with

ASSIGNMENT OF PARTNERSHIP INTERESTS
Assignment of Partnership Interests • June 16th, 2006 • Real Estate Associates LTD Iii • Real estate

This Assignment (the "Assignment") is effective as of January 1, 2006, by and between Real Estate Associates Limited III, a California limited partnership by its general partner, National Partnership Investments Corp., with an address of 6100 Center Drive, Suite 800, Los Angeles, California 90045 ("Assignor"), to Broadway Limited Partner, LLC, a Rhode Island limited liability corporation having an address of 475 Kilvert Street, Warwick, Rhode Island 02886 ("Assignee"), with reference to the following:

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