Common use of Rights Obligations and Powers of the General Partner Clause in Contracts

Rights Obligations and Powers of the General Partner. 801. Management of the Partnership. (a) Except as otherwise set forth in this Agreement, the General Partner, within the authority granted to it under this Agreement, shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes stated in Article III, shall make all decisions affecting the business of the Partnership and shall manage and control the affairs of the Partnership to the best of its ability and use its best efforts to carry out the purpose of the Partnership. In so doing, the General Partner shall take all actions necessary or appropriate to protect the interests of the Limited Partners and of the Partnership. The General Partner shall devote such of its time as is necessary to the affairs of the Partnership. (b) Except as otherwise set forth in this Agreement and subject to the applicable Lender' rules and regulations and the provisions of the Project Documents, the General Partner (acting for and on behalf of the Partnership), in extension and not in limitation of the rights and powers given by law or by the other provisions of this Agreement, shall, in their sole discretion, have the full and entire right, power and authority in the management of the Partnership business to do any and all acts and things necessary, proper, convenient or advisable to effectuate the purpose of the Partnership. In furtherance and not in limitation of the foregoing provisions, the General Partner is specifically authorized and empowered to execute and deliver, on behalf of the Partnership, the Project Documents and to execute any and all other instruments and documents, and amendments thereto, as shall be required in connection with the Mortgage Loan, including, but not limited to, executing any mortgage, note, contract, building loan agreement, bank resolution and signature card, release, discharge, or any other document or instrument in any way related thereto or necessary or appropriate in connection therewith; provided, however, that copies of all applications for advances of Mortgage Loan proceeds which occur after the Admission Date shall be provided to the Investment Partnership prior to the disbursement of any funds pursuant thereto. All decisions made for and on behalf of the Partnership by the General Partner shall be binding upon the Partnership. No person dealing with the General Partner shall be required to determine their authority to make any undertaking on behalf of the Partnership, nor to determine any facts or circumstances bearing upon the existence of such authority. (c) Subject to the terms of this Partnership Agreement, the General Partner shall be responsible for the management and administration of the Partnership business and shall have all rights and authority generally conferred by law or necessary, advisable or consistent with accomplishing the purpose of the Partnership. Subject to the consent of the Special Limited Partner, which consent shall not be unreasonably withheld, the General Partner shall have the power to assign duties and may delegate any of its powers, rights and obligations hereunder and may appoint, employ, contract or otherwise deal with any person for the transaction of business of the Partnership, which person may, but only under the supervision of the General Partner perform any acts or services for the Partnership as the General Partner may approve. The General Partner shall provide regular, continuous and substantial services to the Partnership and shall materially participate (within the meaning of Section 469(h) of the Code) in the development of the Apartment Complex and the operatings and administration of the Partnership. In addition to any other duties and obligations specifically assigned or reserved to the General Partner under this Agreement, the General Partner may perform the following services on behalf of the Partnership: (i) advise the Partnership concerning particular requirements of low income housing rules and regulations; (ii) facilitate operation of the Apartment Complex by appearances or corresponding with lenders and governmental bodies; (iii) coordinate with local service agencies, that may include housing authorities, welfare and social service departments, churches and other organizations operating for the purpose of assisting the needy, to advise such agencies about the availability of the Apartment Complex as described housing for low income families, and promote and encourage such agencies to refer potential residents to the Apartment Complex; (iv) advise the property manager concerning ways in which the availability of the Apartment Complex as suitable housing for low income families may be made more widely known in the community; (v) obtain information from and consult with low income residents in the Apartment Complex as to services which might be provided to such residents by the Partnership; (vi) obtain information from and consult with residents concerning social and educational services from the community which might be provided to residents at the Apartment Complex; (vii) use its best efforts to effect and monitor compliance of the Partnership and the Apartment Complex with all governmental regulations applicable thereto (including without limitation making appropriate administrative filings). In addition, the General Partner shall be responsible for insuring the Apartment Complex and the operation thereof at all times comply and are in conformance with Section 4(b) and Section 5 of Article XIII of the Constitution of the State of California and Sections 214, 254.5 and 259.5 of the California Revenue and Taxation Code as amended. The General Partner shall obtain and maintain a welfare tax exempt status or similar status for the Apartment Complex (the "Tax Exemption") if such Tax Exemption is available and provided for according to governmental ruling and/or legislation. Any saving to the Partnership and the Apartment Complex attributable to the Tax Exemption shall be used to maintain the affordability of, or reduce rents otherwise necessary for, the units occupied by lower income individuals or otherwise in a charitable manner to be passed on to the low income residents at the Apartment Complex. With prior consent of the Special Limited Partner, which consent shall not be unreasonably withheld, a specific plan for using those savings may be established by the General Partner. That plan would provide low income individuals living within the Apartment Complex with additional programs, supportive services or activities which may, but shall not be required to, include any or all of the following: (i) teaching residents life and job skills (e.g., English language, job interviewing techniques, resume writing) so that they may obtain better jobs; (ii) tutoring children in their school lessons; (iii) subsidizing child care or transportation to assist residents in going to school or work; (iv) repair physical deterioration problems unique to an underprivileged area, including graffiti removal and security; (v) rental assistance to make direct payment of utility bills during unusually high utility usage months; (vi) conduct surveys, need assessments and evaluation of the Property to determine how the lives and general environment of the residents can be improved. (vii) contract with existing counseling services to provide counseling services for residents. The General Partner may interface with appropriate state departments empowered to allocate and administer Tax Credits, and shall supervise all activities with the state reasonably necessary to enjoyment of the Tax Credits for the Apartment Complex. The General Partner may effect and monitor the compliance of the Partnership and the Apartment Complex with governmental regulations applicable thereto. Those efforts may include making appropriate administrative filings and monitoring the income and other qualifications of residents. The General Partner is also primarily responsible for the rehabilitation and construction of the Apartment Complex. (d) Notwithstanding anything to the contrary contained herein, the Limited Partners reserve the right, at their option to conduct a lease audit on twenty five (25%) percent of the initial leases executed in connection with the Apartment Complex in order to ensure compliance with the applicable Rent Restriction Test, Minimum Set Aside Test, or any other applicable tenant restriction test ("Lease Audit"). The Limited Partners shall select at their option, any combination of leases which shall comprise the Lease Audit (the "Selected Leases"). The Lease Audit shall consist of a review of the complete tenant files in connection with the Selected Leases, including but not limited to any tenant financial information. Further, the Lease Audit shall be conducted with the cooperation of, and at the sole cost and expense of the General Partner if the Lease Audit reveals a material noncompliance. A material noncompliance shall be deemed to exist if at least five (5) leases reveal noncompliance or violations of any applicable tenant restriction test. If the Lease Audit does not reveal a material noncompliance the Limited Partners shall bear the cost of such audit.

Rights Obligations and Powers of the General Partner. 801. Management of the Partnership. (a) Except as otherwise set forth in this Agreement, the General Partner, within the authority granted to it under this Agreement, shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes stated in Article III, shall make all decisions affecting the business of the Partnership and shall manage and control the affairs of the Partnership to the best of its ability and use its best efforts to carry out the purpose of the Partnership. In so doing, the General Partner shall take all actions necessary or appropriate to protect the interests of the Limited Partners and of the Partnership. The General Partner shall devote such of its time as is necessary to the affairs of the Partnership. (b) Except as otherwise set forth in this Agreement and subject to the applicable Lender' rules and regulations and the provisions of the Project Documents, the General Partner (acting for and on behalf of the Partnership), in extension and not in limitation of the rights and powers given by law or by the other provisions of this Agreement, shall, in their sole discretion, have the full and entire right, power and authority in the management of the Partnership business to do any and all acts and things necessary, proper, convenient or advisable to effectuate the purpose of the Partnership. In furtherance and not in limitation of the foregoing provisions, the General Partner is specifically authorized and empowered to execute and deliver, on behalf of the Partnership, the Project Documents and to execute any and all other instruments and documents, and amendments thereto, as shall be required in connection with the Mortgage LoanLoans, including, but not limited to, executing any mortgage, note, contract, building loan agreement, bank resolution and signature card, release, discharge, or any other document or instrument in any way related thereto or necessary or appropriate in connection therewith; provided, however, that copies of all applications for advances of Mortgage Loan Loans proceeds which occur after the Admission Date shall be provided to the Investment Partnership prior to the disbursement of any funds pursuant thereto. All decisions made for and on behalf of the Partnership by the General Partner shall be binding upon the Partnership. No person dealing with the General Partner shall be required to determine their authority to make any undertaking on behalf of the Partnership, nor to determine any facts or circumstances bearing upon the existence of such authority. (c) Subject to the terms of this Partnership Agreement, the General Partner shall be responsible for the management and administration of the Partnership business and shall have all rights and authority generally conferred by law or necessary, advisable or consistent with accomplishing the purpose of the Partnership. Subject to the consent of the Special Limited Partner, which consent shall not be unreasonably withheld, the General Partner shall have the power to assign duties and may delegate any of its powers, rights and obligations hereunder and may appoint, employ, contract or otherwise deal with any person for the transaction of business of the Partnership, which person may, but only under the supervision of the General Partner perform any acts or services for the Partnership as the General Partner may approve. The General Partner shall provide regular, continuous and substantial services to the Partnership and shall materially participate (within the meaning of Section 469(h) of the Code) in the development of the Apartment Complex and the operatings operations and administration of the Partnership. In addition to any other duties and obligations specifically assigned or reserved to the General Partner under this Agreement, the General Partner may perform the following services on behalf of the Partnership: (i) advise the Partnership concerning particular requirements of low income housing rules and regulations; (ii) facilitate operation of the Apartment Complex by appearances or corresponding with lenders and governmental bodies; (iii) coordinate with provide local service agencies, that may include housing authorities, welfare and social service departments, churches and other organizations operating for the purpose of assisting the needy, with sufficient information and documentation to advise such agencies about the availability of the Apartment Complex as described housing for low income families, and promote and encourage such agencies to refer potential residents to the Apartment Complex; (iv) advise the property manager concerning ways in which the availability of the Apartment Complex as suitable housing for low income families may be made more widely known in the community; (v) obtain information from and consult with low income residents in the Apartment Complex as to services which might be provided to such residents by the Partnership; (vi) obtain information from and consult with residents concerning social and educational services from the community which might be provided to residents at the Apartment Complex; (vii) use its best efforts to effect and monitor compliance of the Partnership and the Apartment Complex with all governmental regulations applicable thereto (including without limitation making appropriate administrative filings). In addition, the General Partner shall be responsible for insuring the Apartment Complex and the operation thereof at all times comply and are in conformance with Section 4(b) and Section 5 of Article XIII of the Constitution of the State of California Massachusetts and Sections 214, 254.5 and 259.5 of the California Massachusetts Revenue and Taxation Code as amended. The General Partner shall obtain and maintain a welfare tax exempt status or similar status for the Apartment Complex (the "Tax Exemption") if such Tax Exemption is available and provided for according to governmental ruling and/or legislation. Any saving to the Partnership and the Apartment Complex attributable to the Tax Exemption shall be used to maintain the affordability of, or reduce rents otherwise necessary for, the units occupied by lower income individuals or otherwise in a charitable manner to be passed on to the low income residents at the Apartment Complex. With prior consent of the Special Limited Partner, which consent shall not be unreasonably withheld, a specific plan for using those savings may be established by the General Partner. That plan would provide low income individuals living within the Apartment Complex with additional programs, supportive services or activities which may, but shall not be required to, include any or all of the following: (i) teaching residents life and job skills (e.g., English language, job interviewing techniques, resume writing) so that they may obtain better jobs; (ii) tutoring children in their school lessons; (iii) subsidizing child care or transportation to assist residents in going to school or work; (iv) repair physical deterioration problems unique to an underprivileged area, including graffiti removal and security; (v) rental assistance to make direct payment of utility bills during unusually high utility usage months; (vi) conduct surveys, need assessments and evaluation of the Property to determine how the lives and general environment of the residents can be improved. (vii) contract with existing counseling services to provide counseling services for residents. The General Partner may interface with appropriate state departments empowered to allocate and administer Tax Credits, and shall supervise all activities with the state reasonably necessary to enjoyment of the Tax Credits for the Apartment Complex. The General Partner may effect and monitor the compliance of the Partnership and the Apartment Complex with governmental regulations applicable thereto. Those efforts may include making appropriate administrative filings and monitoring the income and other qualifications of residents. The General Partner is also primarily responsible for the rehabilitation and construction of the Apartment Complex. (d) Notwithstanding anything to the contrary contained herein, the Limited Partners reserve the right, at their option to conduct a lease audit on twenty five (25%) percent of the initial leases executed in connection with the Apartment Complex in order to ensure compliance with the applicable Rent Restriction Test, Minimum Set Aside Test, or any other applicable tenant restriction test ("Lease Audit"). The Limited Partners shall select at their option, any combination of leases which shall comprise the Lease Audit (the "Selected Leases"). The Lease Audit shall consist of a review of the complete tenant files in connection with the Selected Leases, including but not limited to any tenant financial information. Further, the Lease Audit shall be conducted with the cooperation of, and at the sole cost and expense of the General Partner if the Lease Audit reveals a material noncompliance. A material noncompliance shall be deemed to exist if at least five (5) leases reveal noncompliance or violations of any applicable tenant restriction test. If the Lease Audit does not reveal a material noncompliance the Limited Partners shall bear the cost of such audit.

Rights Obligations and Powers of the General Partner. 8016.01. Management of the Partnership. (a) Except as otherwise set forth in this Agreement, the General Partner, within the authority granted to it under this Agreement, shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes stated in Article IIIpurpose herein stated, shall make all decisions affecting the business of the Partnership and shall manage and control the affairs of the Partnership in good faith to the best of its the ability of the General Partner and use its best efforts to carry out the purpose of the PartnershipPartnership as set forth in Section 3.01. In so doing, the General Partner shall take all actions necessary or appropriate to protect the interests of the Limited Partners Partner and of the Partnership. The General Partner shall devote such of its time as is necessary to the affairs of the Partnership. (b) Except as otherwise set forth in this Agreement and subject to the applicable Lender' rules and regulations and the provisions of the Project DocumentsIf there be more than one General Partner, the General Partner (acting for and on behalf of the Partnership), in extension and not in limitation of the rights and powers given by law or by the other provisions of this Agreement, shall, in their sole discretion, have the full and entire right, power and authority in the management administrative affairs of the Partnership business to do any and all acts and things necessary, proper, convenient or advisable to effectuate shall be managed by the purpose of the PartnershipManaging General Partner. In furtherance and not in limitation of the foregoing provisionssentence, the Managing General Partner is hereby specifically authorized and empowered to execute and deliver, on behalf of the Partnership, the Project Documents Construction Contract, Construction Loan or Mortgage Loan and to execute any and all other instruments and documents, documents and amendments thereto, thereto as shall be required in connection with the Mortgage Loantherewith, including, but not limited to, executing including any mortgage, note, contract, building loan agreement, bank resolution and signature card, release, discharge, or any other document or instrument in any way related thereto or necessary or appropriate in connection therewith; provided, however, that copies of all applications for advances of Mortgage Loan proceeds which occur after the Admission Date shall be provided to the Investment Partnership prior to the disbursement of any funds pursuant thereto. All decisions made for and on behalf of the Partnership by the General Partner shall be binding upon the Partnership. No person Person dealing with the General Partner Partnership shall be required to determine their the Managing Partner's authority to make any undertaking on behalf of the Partnership, nor or to determine any facts or circumstances bearing upon the existence of such authority. (c) Subject , and all decisions made for and on behalf of the Partnership by the Managing General Partner pursuant to and within the terms scope of this Partnership Agreement, the authority herein given shall be binding upon the Partnership. The Managing General Partner shall be responsible for the management and administration of the Partnership business and shall have all rights and authority generally conferred by law or necessary, advisable or consistent with accomplishing the purpose of the Partnership. Subject to the consent of the Special Limited Partner, which consent shall not be unreasonably withheld, the General Partner shall have the power to assign duties and may delegate any of its powers, rights and obligations hereunder and may appoint, employ, contract or otherwise deal with any person for the transaction of business of the Partnership, which person may, but only under the supervision of the General Partner perform any acts or services for the Partnership as the General Partner may approve. The General Partner shall provide regular, continuous and substantial services to the Partnership and shall materially participate (within the meaning of Section 469(h) of the Code) in the development of the Apartment Complex and the operatings and administration of the Partnership. In addition to any other duties and obligations specifically assigned or reserved to the General Partner under this Agreement, the General Partner may perform the following services on behalf of the Partnership: (i) advise the Partnership concerning particular requirements of low income housing rules and regulations; (ii) facilitate operation of the Apartment Complex by appearances or corresponding with lenders and governmental bodies; (iii) coordinate with local service agencies, that may include housing authorities, welfare and social service departments, churches and other organizations operating for the purpose of assisting the needy, to advise such agencies about the availability of the Apartment Complex as described housing for low income families, and promote and encourage such agencies to refer potential residents to the Apartment Complex; (iv) advise the property manager concerning ways in which the availability of the Apartment Complex as suitable housing for low income families may be made more widely known in the community; (v) obtain information from and consult with low income residents in the Apartment Complex as to services which might be provided to such residents by the Partnership; (vi) obtain information from and consult with residents concerning social and educational services from the community which might be provided to residents at the Apartment Complex; (vii) use its best efforts to effect and monitor compliance of the Partnership and the Apartment Complex with all governmental regulations applicable thereto (including without limitation making appropriate administrative filings). In addition, the General Partner shall be responsible for insuring the Apartment Complex and the operation thereof at all times comply and are in conformance with Section 4(b) and Section 5 of Article XIII of the Constitution of the State of California and Sections 214, 254.5 and 259.5 of the California Revenue and Taxation Code as amended. The General Partner shall obtain and maintain a welfare tax exempt status or similar status for the Apartment Complex (the "Tax Exemption") if such Tax Exemption is available and provided for according to governmental ruling and/or legislation. Any saving to the Partnership and the Apartment Complex attributable to the Tax Exemption shall be used Matters Partner referred to maintain the affordability of, or reduce rents otherwise necessary for, the units occupied by lower income individuals or otherwise in a charitable manner to be passed on to the low income residents at the Apartment Complex. With prior consent of the Special Limited Partner, which consent shall not be unreasonably withheld, a specific plan for using those savings may be established by the General Partner. That plan would provide low income individuals living within the Apartment Complex with additional programs, supportive services or activities which may, but shall not be required to, include any or all of the following: (i) teaching residents life and job skills (e.g., English language, job interviewing techniques, resume writing) so that they may obtain better jobs; (ii) tutoring children in their school lessons; (iii) subsidizing child care or transportation to assist residents in going to school or work; (iv) repair physical deterioration problems unique to an underprivileged area, including graffiti removal and security; (v) rental assistance to make direct payment of utility bills during unusually high utility usage months; (vi) conduct surveys, need assessments and evaluation of the Property to determine how the lives and general environment of the residents can be improvedSection 10.09. (vii) contract with existing counseling services to provide counseling services for residents. The General Partner may interface with appropriate state departments empowered to allocate and administer Tax Credits, and shall supervise all activities with the state reasonably necessary to enjoyment of the Tax Credits for the Apartment Complex. The General Partner may effect and monitor the compliance of the Partnership and the Apartment Complex with governmental regulations applicable thereto. Those efforts may include making appropriate administrative filings and monitoring the income and other qualifications of residents. The General Partner is also primarily responsible for the rehabilitation and construction of the Apartment Complex. (d) Notwithstanding anything to the contrary contained herein, the Limited Partners reserve the right, at their option to conduct a lease audit on twenty five (25%) percent of the initial leases executed in connection with the Apartment Complex in order to ensure compliance with the applicable Rent Restriction Test, Minimum Set Aside Test, or any other applicable tenant restriction test ("Lease Audit"). The Limited Partners shall select at their option, any combination of leases which shall comprise the Lease Audit (the "Selected Leases"). The Lease Audit shall consist of a review of the complete tenant files in connection with the Selected Leases, including but not limited to any tenant financial information. Further, the Lease Audit shall be conducted with the cooperation of, and at the sole cost and expense of the General Partner if the Lease Audit reveals a material noncompliance. A material noncompliance shall be deemed to exist if at least five (5) leases reveal noncompliance or violations of any applicable tenant restriction test. If the Lease Audit does not reveal a material noncompliance the Limited Partners shall bear the cost of such audit.