SECOND AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP OF VILLAGE APARTMENT, LTD.Real Estate Associates LTD Iii • August 12th, 2011 • 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:
