Common use of Restrictions on Authority of the General Partner Clause in Contracts

Restrictions on Authority of the General Partner. The General Partner shall not have the authority to, and covenants and agrees that it shall not, do any of the following acts without the unanimous consent of the Partners: (a) Cause or permit the Partnership to engage in any activity that is not consistent with the purposes of the Partnership as set forth in Section 1.3 hereof; (b) Knowingly do any act in contravention of this Agreement; (c) Knowingly do any act which would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (d) Confess a judgment against the Partnership in an amount in excess of $100,000 or settle, compromise or otherwise dismiss lawsuits or other judicial or administrative proceedings against the Partnership that will result in a liability to the Partnership or to the Investor in excess of $100,000; (e) Possess Property, or assign rights in specific Property, for other than a Partnership purpose; (f) Knowingly perform any act that would subject any Limited Partner to liability as a general partner in any jurisdiction; (g)Cause the Partnership to take voluntarily any action that would cause a Bankruptcy of the Partnership; (h) Cause a significant change in the nature of the Partnership's business or amend, modify or waive any material rights of the Partnership with respect to any Permitted investment if such amendment, modification or waiver would result in a material adverse effect on the Partnership's interest in such Permitted Investment; (i) Cause the Partnership to admit any additional Partners or issue any additional Partnership Interests other than pursuant to Section 10.6 hereof or to effect any redemption or retirement of any part of an Interest (other than a retirement pursuant to Section 10.8 (b) or 12.2 hereof); (j) Cause the Partnership to incur, assume, or obligate itself by contract for any Debt, except that the Partnership may incur, assume or obligate itself by contract for (i) liabilities arising by operation of law, (ii) liabilities described in Section 5.6 (b) hereof, (iii) current trade liabilities incurred in the ordinary course of the Partnership's trade or business and payable in accordance with customary practices, (iv) liabilities described in Section 5.3 (n) hereof, and (v) liabilities assumed by the Partnership pursuant to the Transaction Documents; (k) [Intentionally omitted]; (1)

Restrictions on Authority of the General Partner. The Except as otherwise provided in this Agreement, without the consent of all of the Limited Partners, the General Partner shall not have the authority to, and covenants and agrees that it shall not, do any of the following acts without the unanimous consent of the Partners: : (a) Cause or permit the Partnership to engage in any activity that is not consistent with the purposes of the Partnership as set forth in Section 1.3 hereof; (b) Knowingly Knowingly, do any act in contravention of this Agreement; Agreement or, when acting on behalf of the Partnership, engage in activities inconsistent with the purposes of the Partnership; (cb) Knowingly do Do any act which would would, to the General Partner’s knowledge, make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; ; (d) Confess a judgment against the Partnership in an amount in excess of $100,000 or settle, compromise or otherwise dismiss lawsuits or other judicial or administrative proceedings against the Partnership that will result in a liability to the Partnership or to the Investor in excess of $100,000; (ec) Possess Partnership Property, or assign rights in specific Partnership Property, for other than a Partnership purpose; ; (fd) Knowingly perform Perform any act that would would, to the General Partner’s knowledge, subject any the Limited Partner to liability as a general partner in any jurisdiction; ; (g)Cause e) Cause or permit the Partnership or the Partnership Subsidiary to voluntarily take voluntarily any action that would cause a Bankruptcy of the Partnership; (h) Cause a significant change in the nature of the Partnership's business or amend, modify or waive any material rights of the Partnership with respect to any Permitted investment if such amendment, modification or waiver would result in a material adverse effect on the Partnership's interest in such Permitted Investment; (i) Cause the Partnership to admit any additional Partners or issue any additional the Partnership Interests other than pursuant to Section 10.6 hereof or to effect any redemption or retirement of any part of an Interest Subsidiary described in clauses (other than a retirement pursuant to Section 10.8 a)(iii), (b) or 12.2 (c) of the definition of Bankruptcy in Section 1.10 hereof); ; (jf) Cause or permit the Partnership to incur, assume, or obligate itself by contract for any Debt, except that the Partnership may Subsidiary to incur, assume or obligate itself by contract contact for (i) liabilities arising by operation of lawany Debt; provided that notwithstanding the foregoing, (ii) liabilities described in Section 5.6 (b) hereof, (iii) current the Partnership may incur trade liabilities credit incurred in the ordinary course of the Partnership's ’s business (for example, legal and accounting fees and expenses) and which trade credit is not outstanding for more than ninety (90) days; (g) Cause or business permit the Partnership or the Partnership Subsidiary to create, incur, assume or permit to exist any Lien upon any Partnership Property other than Permitted Encumbrances; (h) Cause or permit the Partnership or the Partnership Subsidiary to acquire, by purchase, lease or contribution any assets other than Permitted Assets or any Permitted Asset that is in default at the time of its acquisition by the Partnership or the Partnership Subsidiary; (i) Cause or permit the Partnership or the Partnership Subsidiary to make or acquire by contribution any Demand Loan unless (i) the borrowing evidenced by such Demand Loan has been duly authorized by all required corporate action, such action has been duly certified by the secretary or an assistant secretary of the borrower, and payable such certification has been delivered to the Partnership or the Partnership Subsidiary together with certificates as to incumbency and due authorization of the officers of the borrower authorized to execute and deliver such Demand Loan (which certified action may be one so taken and certification may be one so delivered before that acquisition if the certified action remains in effect at the time of, and is applicable to, that acquisition), (ii) such Demand Loan is legal, valid, binding and enforceable in accordance with customary practicesits terms against the borrower, (iii) the guaranty by Media with respect to such Demand Loan, if any, (A) has been duly authorized by all required corporate action, such action has been duly certified by the secretary or an assistant secretary of Media, and such certification has been delivered to the Partnership or the Partnership Subsidiary together with certificates as to incumbency and due authorization of the officers of Media authorized to execute and deliver such guaranty (which certified action may be one so taken and certification may be one so delivered before that acquisition if the certified action remains in effect at the time of, and is applicable to, that acquisition), and (B) is legal, valid, binding and enforceable in accordance with its terms against Media and (iv) liabilities described Media’s obligations thereunder or under any guaranty with respect thereto, as the case may be, rank at least pari passu with all other unsecured senior Debt of Media; (j) Cause or permit the Partnership Subsidiary to make a loan evidenced by a Term Note to Athenian unless (i) the borrowing evidenced by such Note has, been duly authorized by all required corporate action, such action has been duly certified by the secretary or an assistant secretary of the borrower, and such certification has been delivered to the Partnership together with certificates as to incumbency and due authorization of the officers of borrower authorized to execute and deliver such Note (which certified action may be one taken and certification may be one so delivered before that loan if the certified action remains in effect at the time of, and is applicable to, that loan); and (ii) such Note is legal, valid, binding and enforceable in accordance with its terms against the borrower; (k) Cause or permit the admission of any Limited Partner to the Partnership other than pursuant to Article X hereof; (l) Cause or permit the Partnership or the Partnership Subsidiary to legally merge or consolidate with or into any corporation, limited liability company, business trust or association, real estate investment trust, common law trust, or unincorporated business (including a partnership, whether general or limited); (m) Cause the Partnership to distribute any asset other than as provided in Article IV, Section 5.3 10.08 and Article XII hereof; and (n) hereof, and (v) liabilities assumed by Cause or permit the Partnership pursuant or the Partnership Subsidiary to enter into, permit or consent to any amendment or modification of, or supplement to, or terminate or waive compliance with, any provision of, the Transaction Documents; (k) [Intentionally omitted]; (1)2004 Media Lease, any Demand Note evidencing any Demand Loan, any Term Note to Athenian or the Media Contribution Agreement in any respect which could have a material adverse effect on the Interest of the Limited Partner.

Restrictions on Authority of the General Partner. A. The General Partner shall not have the authority to, and covenants and agrees that it shall not, do any of the following acts without the unanimous consent of the Partners: : (ai) Cause or permit the Partnership to engage in any activity that is not consistent with the purposes of the Partnership as set forth in Section 1.3 hereof; (b) Knowingly do any act in contravention of the Wisconsin Uniform Limited Partnership Act or this Agreement; (c) Knowingly do any act Agreement or which would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; ; (dii) Confess confess a judgment against the Partnership; (iii) possess Partnership in an amount in excess of $100,000 or settle, compromise or otherwise dismiss lawsuits or other judicial or administrative proceedings against the Partnership that will result in a liability to the Partnership or to the Investor in excess of $100,000; (e) Possess Property, or assign its rights in specific Partnership Property, for other than a Partnership purpose; ; (fiv) Knowingly admit a Person as a General Partner except as provided in this Agreement; (v) admit a Person as a Limited Partner, except as provided in this Agreement; (vi) knowingly perform any act that would subject any Limited Partner to liability as a general partner in any jurisdiction; ; (g)Cause vii) commingle the Partnership funds with those of any other Person; (viii) loan or cause an Affiliate of any General Partner to loan any funds to the Partnership on terms less favorable to the Partnership than would be offered by unrelated financial institutions for comparable loans for the same purpose provided that the principal amount of indebtedness encumbering a Partnership Property shall be scheduled to be paid over a period of not less than 48 months and provided that not more than 50% of the principal amount is scheduled to be paid during the first 24 months. The General Partner or Affiliates may receive a real estate commission on the resale of any Partnership Property, but the amount thereof is limited by this Agreement. The General Partner is not precluded from engaging for its own account in business activities of the type conducted and to be conducted by the Partnership; (ix) cause the Partnership to take voluntarily invest any action that would cause a Bankruptcy of the Partnership; (h) Cause a significant change its funds in the nature of the Partnership's business or amend, modify or waive any material rights of the Partnership with respect to any Permitted investment if such amendment, modification or waiver would result in a material adverse effect on the Partnership's interest in such Permitted Investment; (i) Cause the Partnership to admit any additional Partners or issue any additional Partnership Interests other than pursuant to Section 10.6 hereof or to effect any redemption or retirement of any part of an Interest (other than a retirement pursuant to Section 10.8 (b) or 12.2 hereof); (j) Cause the Partnership to incur, assume, or obligate itself by contract for any Debt, limited partnership except that the Partnership may incurparticipate as a partner in general partnerships or joint ventures which own and operate real Property, provided that the Partnership controls such other general partnership or joint venture and further provided, that no duplicate property management or other fees are paid. The Partnership also may participate in joint ventures with other real estate programs sponsored by the General Partner and/or Affiliates provided that (a) the affiliated real estate program has investment objectives substantially identical to the investment objectives of the Partnership, (b) no duplicate property management or other fees are paid, (c) the compensation to the sponsor or sponsors of the affiliated real estate program is substantially similar to the compensation to the General Partner, (d) the Partnership is granted a right of first refusal to purchase the real Property of the joint venture in the event the affiliated joint venturer desires to sell such Property and (e) the investments in the joint venture by the Partnership and the affiliated real estate program are on substantially the same terms and conditions. Except for the foregoing real estate joint ventures or general partnerships, and except where real estate constitutes assets of a corporation or a corporation owns assets which constitute a functional part of a real estate project being acquired by the Partnership and acquisition of the real estate or such related assets can best be effected by acquiring stock of that corporation, the Partnership will not invest in other real estate programs or invest in securities of other issuers for the purpose of exercising control and will not underwrite securities of other issuers or issue Interests in exchange for Property; (x) cause the Partnership to pay real estate commissions on the resale of any Property of the Partnership to any General Partner or any Affiliates unless the Limited Partners have received a return of 100% of their Original Capital Contribution plus cumulative, noncompounded distributions of Sales Proceeds and Cash Available for Distribution equal to 6% per annum of their Capital Investment. Upon the sale of any Property of the Partnership, any such real estate commissions paid by the Partnership to the General Partner or any Affiliates shall be limited to 50% of the Competitive Real Estate Commission, except that in no event shall the real estate commission payable to the General Partner or Affiliates exceed 3% of the sale price of the Property; (xi) purchase for or lease Property to the Partnership if any General Partner or any Affiliate of any General Partner has an interest in such Property except that the General Partner may purchase Property in its own name (and assume loans in connection therewith) and temporarily hold title thereto for the purpose of facilitating the acquisition of such Property or obligate itself the borrowing of money or obtaining of financing for the Partnership, or any other purpose related to the business of the Partnership; provided that such Property is purchased by contract the Partnership for a price no greater than the cost of such Property to the General Partner and; provided further, that there is no difference in interest rates of the loans secured by the Property at the time acquired by the General Partner and the time acquired by the Partnership, nor any other benefit arising out of such transaction to the acquiring General Partner apart from compensation otherwise permitted by this Agreement; (xii) cause the Partnership to sell or lease any Partnership Property to any General Partner or any Affiliate of a General Partner; (xiii) cause the Partnership to loan funds to any General Partner or any Affiliate of the General Partner except as provided in Section 7.4 K; (xiv) cause the Partnership to acquire any Property from any other partnership in which the General Partner or any Affiliate of the General Partner has an interest; (xv) cause the Partnership to acquire any Property in exchange for Interests; (xvi) grant to any General Partner or an Affiliate of any General Partner the exclusive right to sell any Property of the Partnership; (xvii) pay any rebates or give-ups or engage in reciprocal business arrangements with Affiliates; (xviii) directly or indirectly pay or award any commission or other compensation to any Person engaged by a potential investor for investment advice as an inducement to such adviser to advise a purchase of Interests (the foregoing shall not preclude payment of a sales commission); (xix) permit any creditor who makes a nonrecourse loan to the Partnership to have or acquire, at any time as a result of making the loan, any direct or indirect interest in the profits, capital, or Property of the Partnership other than as a secured creditor; (xx) cause the Partnership to incur the cost of that portion of any liability insurance which insures the General Partner from any liability as to which the General Partner is prohibited from being indemnified; (xxi) cause the Partnership to reinvest any of the proceeds resulting from repayment of a mortgage loan or the sale or refinancing of a real Property unless sufficient cash shall have been distributed to pay the taxes created by the repayment of the loan or the sale or refinancing of Property (assuming the highest applicable federal bracket taxpayer); or (xxii) cause the Partnership to sell more than 25% of the total Partnership Interests to be sold in California. B. Without the Consent of a majority in Interest of the Limited Partners, the General Partner shall not have the authority to: (i) liabilities arising by operation sell or otherwise dispose of law, at one time all or substantially all the assets of the Partnership except for (iia) liabilities described in Section 5.6 (b) hereof, (iii) current trade liabilities incurred a liquidating sale of a final asset remaining as a result of the sale of Properties or repayment of mortgage loans in the ordinary course of business, or (b) a refinancing of all or substantially all of the Partnership Properties and mortgage loans, if any; (ii) elect to dissolve the Partnership; or (iii) make any changes in the Partnership's trade or business investment objectives and payable in accordance with customary practices, (iv) liabilities described in Section 5.3 (n) hereof, and (v) liabilities assumed by the Partnership pursuant to the Transaction Documents; (k) [Intentionally omitted]; (1)policies.