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EXHIBIT 3.2
REAL ESTATE ASSOCIATES LIMITED VI
RESTATED CERTIFICATE AND
AGREEMENT OF LIMITED PARTNERSHIP
This Restated Certificate and Agreement of Limited Partnership
by and
among National Partnership Investments Corp., a California
corporation with
principal offices at Suite 919, 1880 Century Park East, Los
Angeles, California
90067 (the "Corporate General Partner"), and National
Partnership Investments
Associates, a limited partnership ("NPIA" or the "Non-Corporate
General
Partner"), the general partner of which is Nicholas G. Ciriello,
an individual
residing at 418 So. Lucerne Boulevard, Los Angeles, California
90004
(hereinafter collectively referred to as the "General Partner"),
and Diane M.
Forrest, an individual residing at 6362 Arcadia Avenue, Agoura,
California
91301 ("Initial Limited Partner"), is entered into as of
_______, 1983. Such
Initial Limited Partner, and any additional or substituted
limited partners
hereafter admitted to the Limited Partnership as herein
provided, are referred
to collectively as the "Limited Partners" and individually as a
"Limited
Partner." The term "Partners" shall mean all General and Limited
Partners, and
the term "Partner" means any General or Limited Partner.
W I T N E S S E T H :
WHEREAS, on October 12, 1982, the Partnership was formed
pursuant to
the laws of the State of California;
WHEREAS, the General Partners and the Initial Limited Partner
desire
to change certain provisions in, and restate in full, their
agreement; and
WHEREAS, it is the intention of the parties thereto to admit
additional Limited Partners to the Partnership for the purpose
of acquiring
additional capital therefor;
NOW, THEREFORE, the parties hereto hereby agree as follows:
Section 1: Formation.
1.1 The General Partners and the Initial Limited Partner do
hereby
form a limited partnership (the "Partnership") under the Limited
Partnership
Act of the State of California.
Section 2: Name.
2.1 The business of the Partnership shall be conducted under the
name
Real Estate Associates Limited VI, which name may be changed by
the General
Partners by written notice to the Limited Partners.
Section 3: Addresses of Parties.
3.1 The principal place of business of the Partnership shall be
at
1880 Century Park East, Suite 919, Los Angeles, California
90067, or at such
other place as the General Partners may from time to time
designate in writing
to the Limited Partners. The Partnership may also maintain such
other offices
at such other places as the General Partners may deem
advisable.
3.2 The addresses of the General Partners shall be those stated
in the
first paragraph of this Agreement, or at such other places as
the General
Partners may from time to time designate in writing to the
Limited Partners.
The addresses of the Limited Partners shall be those stated
after their names
on Schedule A hereto or in any amended certificate hereto. A
Limited Partner
may change such address by written notice to the General
Partners, which notice
shall become effective upon receipt.
Section 4: Business of the Partnership.
4.1 The business of the Partnership shall be:
(a) primarily to acquire, directly or indirectly, interests as
a
limited partner in any partnership or joint venture (a "local
limited
partnership") which will (i) acquire, lease, hold, finance,
construct, improve,
rehabilitate, manage, and/or operate government-assisted or
other housing
projects (the "Projects" and the interests of the Partnership in
the local
limited partnerships shall be referred to as "Project
Interests"), (ii) monitor
and supervise management of construction and operations of the
Projects, (iii)
arrange for and supervise the conversion of any Project to other
uses, or (iv)
perform any act for a purpose authorized by this Agreement; or
to directly
acquire existing conventional housing projects (which shall be
included within
the definition "Projects");
(b) to acquire, hold (in the Partnership's name or under any
other
title arrangement selected by the General Partners), lease,
sell, mortgage,
convey, or refinance any real or personal property, including,
but not limited
to, the Project Interests described in paragraph (a) above;
(c) to hold, own, maintain, manage, improve, develop,
operate,
sell, transfer, convey, lease, mortgage, exchange, or otherwise
dispose of or
deal in or with Projects and Project Interests described in
paragraph (a)
above; and
(d) to perform any acts to accomplish the foregoing
purposes.
Section 5: Contributions to Capital; Additional Limited
Partners.
5.1 The capital of the Limited Partnership shall be divided into
no
less than 1 and up to 20 General Partners Interests and no less
than 480 and up
to 18,000 non-assessable limited partnership interests, each of
which limited
partnership interest is hereinafter referred to as a "Limited
Partnership
Interest."
5.2 The General Partners shall contribute an aggregate of
$15,000 to
the capital of the Partnership, for which the General Partners
shall be
credited with the ownership of one General Partners Interest,
and shall have
such interest in and to the profits and losses thereof as is
described in
Section 7 hereof. Upon liquidation of the Partnership, the
General Partners
will discharge any debit balance in their capital accounts by
contributing to
the Partnership an amount up to the difference between 1% of
total capital
contributions to the Partnership and $15,000. The General
Partners may, but are
not required to, purchase Limited Partnership Interests and will
accordingly
have as Limited Partners such additional pro rata interest in
and to the
profits and losses of the Partnership pursuant to Section 7
hereof.
5.3 (a) The Initial Limited Partner has contributed $4,550 to
the
capital of the Partnership pursuant to a promissory note, for
which she has
received a Unit and has the right, but not the obligation, to
purchase
additional Units. Furthermore, upon the admission of additional
Limited
Partners to the Partnership, the Initial Limited Partner may
relinquish her
Unit and withdraw such investment and cease to be a Limited
Partner.
(b) The General Partners are authorized to admit additional
Limited Partners to the Partnership by selling not more than
18,000 Limited
Partnership Interests for cash to selected persons as may apply
to become
Limited Partners pursuant to the terms of an offering described
in a Prospectus
(the "Prospectus") to which this Agreement will be annexed, by
completing a
subscription agreement (the "Subscription Agreement") in the
form to be set
forth in the Prospectus, provided that no person admitted as a
Limited Partner
shall have been permitted to purchase more than 50 Units,
subject, however, to
the right of the General Partners to establish special
requirements for larger
subscriptions.
(c) The Limited Partnership Interests shall be sold to
Limited
Partners in "Units." The minimum investment shall be one Unit at
a purchase
price of $5,000 per Unit. Each Unit shall consist of two Limited
Partnership
Interests and one warrant which will entitle the purchaser of a
Unit to acquire
two Additional Limited Partnership Interests ("Additional
Limited Partnership
Interests") during the period January 1, 1984 to and including
January 20, 1984
at $2,500 each. The Partnership shall have the right to offer
for sale, at the
best prices reasonably obtainable (which may be less than $2,500
per Limited
Partnership Interest), any Additional Limited Partnership
Interest not
purchased pursuant to the exercise of Warrants. The foregoing
sums relating to
the purchase of Units and Additional Limited Partnership
Interests shall be
paid to the Partnership concurrently with the recordation in the
Official
Records of Los Angeles County, California, of an amendment of
this Agreement
reflecting the admission of each Limited Partner to the
Partnership or increase
in the number of Limited Partnership Interests held by such
Limited Partner, as
the case may be. Investors whose subscriptions have been
accepted by the
General Partners will be admitted as Limited Partners within 15
days after the
minimum of $1,200,000 from the sale of Units has been received
by the General
Partners. Thereafter, investors will be admitted as Limited
Partners no later
than the last day of the calendar month following the date the
General Partners
accept their subscriptions. The General Partners will accept or
reject
subscriptions within two business days after receipt
thereof.
(d) The Partnership presently contemplates the public offering
of
a maximum of 3,000 Units at an offering price of $5,000 per Unit
or an
aggregate offering price of $15,000,000. These Units represent
6,000 Limited
Partnership Interests and 3,000 Warrants to purchase an
aggregate of 6,000
Additional Limited Partnership Interests at a price of $2,500
per Additional
Limited Partnership Interest, or an aggregate exercise purchase
price of
$15,000,000, provided, that if the Additional Limited
Partnership Interests can
not be sold for $2,500 each, the General Partner shall have the
authority to
offer and sell such interests at the best prices that can be
reasonably
obtained. A sales commission of 8 1/2% shall be paid to E.F.
Hutton & Company
Inc. ("Hutton") with respect to the sale of Units; a sales
commission of 8 1/4%
shall be paid to Hutton with respect to the sale of Limited
Partnership
Interests pursuant to the exercise of Warrants, provided,
however, that the
sales commission to be charged on Limited Partnership Interests
available for
sale by the Partnership upon failure to exercise Warrants shall
be 8 1/2%. The
Partnership will also reimburse Hutton for certain expenses. In
anticipation of
receipt of subscriptions for in excess of 3,000 Units, the
Partnership will
register with the Securities and Exchange Commission a total of
4,000 Units
(covering an aggregate of 8,000 Limited Partnership Interests
and Warrants to
purchase an aggregate of 8,000 Additional Limited Partnership
Interests) and
will grant to Hutton the right, exercisable in its sole
discretion, to sell
these additional Units so registered (on the same terms and
conditions as the
other Units) on behalf of the Partnership. Such right to sell an
additional
1,000 Units will expire on the date of termination of the
offering and will
provide additional compensation for Hutton.
(e) No Partner shall have the right, except as provided in
Section
5.3(a), to withdraw or reduce his capital contribution. No
Limited Partner
shall have the right to bring an action for partition against
the Partnership
or to demand or receive property other than cash in return for
his capital
contribution. No Limited Partner shall have priority over any
other Limited
Partner, either as to the return of his capital contribution or
as to profits,
losses, or distributions.
(f) The net proceeds to the Partnership will be $4,575 for
each
Unit. Except as otherwise provided in Section 7.3, a person
acquiring Units
will participate with other Limited Partners in the income,
gains, losses,
deductions, credits, and cash distributions on a pro rata basis
in accordance
with the number of Limited Partnership Interests owned. A
capital account shall
be maintained for each Partner. To each Account shall be
credited (i) the
amount of money paid by a Partner to the Partnership to acquire
his Limited
Partnership Interests (but not Warrants), (ii) the Partner's
distributive share
of Profits, and (iii) the Partner's distributive share of any
tax-exempt
Partnership income, and from each Capital Account there shall be
debited (iv)
the net fair market value of property distributed to the
Partner, (v) the
amount of money distributed to the Partner, (vi) the Partner's
distributive
share of Losses, and (vii) the Partner's distributive share of
Partnership
expenditures not deductible in computing taxable income and not
properly
capitalized.
(g) To accomplish the purpose of this Section 5.3, the
General
Partners are hereby authorized to do all things necessary to
admit such
additional Limited Partners, including, but not limited to,
registering the
Units and Additional Limited Partnership Interests under the
Securities Act of
1933, as amended, pursuant to the rules and regulations of the
Securities and
Exchange Commission, qualifying the Units and Additional Limited
Partnership
Interests for sale with state securities regulatory authorities
or perfecting
exemptions from qualification, and entering into such
underwriting or agency
arrangements for the solicitation of the Units and Additional
Limited
Partnership Interests upon such terms and conditions as the
General Partners
may deem advisable.
5.4 Proceeds from contributions for Units and Additional
Limited
Partnership Interests and other Partnership funds shall be held
by the General
Partners as fiduciaries for the exclusive use of the Partnership
and after the
start of Partnership operations shall be temporarily invested in
U.S. Treasury
Bills and Bonds, bank certificates of deposit, bank repurchase
obligations,
commercial paper (investment grade), and tax-exempt notes and
bonds, or
registered investment companies holding such securities.
Interest thereon shall
inure to the benefit of the Partnership, and the Limited
Partners, as such,
shall not receive interest on funds contributed by them. Any
funds (other than
designated reserves) not invested or committed for investment in
Projects or
Project Interests within 18 months from the effective date of
the Prospectus
shall be distributed pro rata to the Limited Partners as a
return of capital.
Section 6: Organizational Expenses.
6.1 The Partnership shall pay all costs of qualifying and
offering the
Units and Additional Limited Partnership Interests (including
sales
commissions) and all formation and organization expenses,
including expenses
associated with the selection and acquisition of Projects (which
expenses are,
however, subject to the limitation set forth in Section 9.6.1
hereof). The
General Partners will be liable for the amount, if any, by which
the aggregate
organizational expenses and sales commissions exceed 15% of the
gross proceeds
from the sale of Units and Additional Limited Partnership
Interests.
Section 7: Profits and Losses.
7.1 Prior to the amendment to this Agreement for the purpose
of
admitting additional Limited Partners to the Partnership in
accordance with
Section 5.3(b) hereof, the General Partners shall be allocated,
as they may
agree between themselves, 99% of each item of income, gain,
loss, deduction,
and credit (collectively, "Partnership Tax Items" and
individually "Partnership
Tax Item"). During such period, the Initial Limited Partner
shall be allocated
1% of each Partnership Tax Item. At all times thereafter, except
as provided in
Section 7.2 and the remainder of this Section, the General
Partners shall be
allocated 1% and the Limited Partners as a class shall be
allocated 99% of each
Partnership Tax Item. Income recognized by the Partnership upon
expiration of
Warrants shall be allocated 1% to the General Partners and 99%
to the
non-exercising Limited Partners in proportion to their
respective Limited
Partnership Interests.
7.2 Upon the total or partial liquidation of the Partnership or
the
disposition or partial disposition of a Project or Project
Interest, income and
losses of the Partnership shall be allocated as follows. Income
not exceeding
an amount equal to the sum of the negative adjusted capital
account balances of
all Partners with such balances (computed after any
distributions made under
Section 9.6.2) shall be allocated among such Partners in
proportion to their
respective negative capital account balances and without regard
to Section 7.3;
and income in excess thereof shall be allocated 1% to the
General Partners and
99% to the Limited Partners as a class. Losses not exceeding an
amount equal to
the sum of the positive adjusted capital account balances of all
Partners with
such balances (computed after any distributions under Section
9.6.2) shall be
allocated among such Partners in proportion to their respective
positive
adjusted capital account balances and without regard to Section
7.3; and losses
in excess thereof shall be allocated 1% to the General Partners
and 99% to the
Limited Partners as a class. Notwithstanding any other provision
of this
Agreement, the General Partners shall be allocated at least 1%
of each
Partnership Tax Item.
7.3 Each Limited Partner shall be allocated the same fractional
share
of each Partnership Tax Item allocable to Limited Partners as a
class as the
total number of Limited Partnership Interests owned by him
divided by the total
number of Limited Partnership Interests outstanding, subject to
the following
exception. Commencing on January 1, 1984, and thereafter, each
Partnership Tax
Item allocable to Limited Partners as a class shall be allocated
62 1/2% to
holders of Additional Limited Partnership Interests, and 37 1/2%
to holders of
Limited Partnership Interests acquired prior to January 1, 1984
until the total
amount of each Partnership Tax Item allocated to each Additional
Limited
Partnership Interest equals the total amount of each Partnership
Tax Item
(including a weighted average of each Partnership Tax Item
attributable to
Limited Partnership Interests acquired prior to January 1, 1984)
allocated to
each Partnership Interest acquired prior to January 1, 1984. The
weighted
average of each Partnership Tax Item attributable to Limited
Partnership
Interests acquired prior to January 1, 1984 shall be a fraction,
the numerator
of which is an amount, consisting of the product, for each month
until January
1, 1984, of the total amount of that Partnership Tax Item
allocated to the
group comprised of Limited Partnership Interests purchased
through that month
times the number of months remaining, including the month in
question, until
January 1, 1984, and the denominator of which is an amount,
consisting of the
product, for each month until January 1, 1984, of Limited
Partnership Interests
purchased through that month times the number of months
remaining, including
the month in question, until January 1, 1984. As each
Partnership Tax Item is
so equalized between Limited Partnership Interests acquired
prior to January 1,
1984 and Additional Limited Partnership Interests acquired on or
subsequent to
January 1, 1984, this allocation shall cease as to that
Partnership Tax Item.
7.4 In determining whether Partnership Tax Items are realized,
paid,
accrued, or incurred during any period in which any Limited
Partner is a member
of the Partnership, such Items shall be allocated on any basis
permitted by
Section 706(c) of the Internal Revenue Code of 1954, as
determined by the
General Partners. In the event of the transfer of a Limited
Partnership
Interest, the distributive share of these Partnership Tax Items
(in respect of
the Limited Partnership Interest so transferred) shall be
allocated between the
transferor and the transferee in accordance with this
Section.
Section 8: Cash Distributions.
8.1 The General Partners shall distribute annually substantially
all
of the Partnership's Net Cash Flow as defined herein. Except as
provided in
Section 8.2 hereof, the General Partners shall be entitled to
receive 1% of the
Net Cash Flow to be distributed, but any such distributions to
the General
Partners shall be reduced by the amount paid as an Annual
Management Fee as set
forth in Section 9.5 hereof. The Limited Partners as a class
shall receive the
balance of the distributed Net Cash Flow, which shall be
distributed among
Limited Partners as Partnership Tax Items are allocated to them
under Section
7.3.
8.2 Upon the total or partial liquidation of the Partnership or
the
disposition or partial disposition of a Project or Project
Interest, net assets
available for distribution remaining after all distributions
required to be
made under Section 9.6.2 shall be distributed to the Partners in
proportion to
their positive adjusted capital account balances (computed after
the allocation
of income or loss under Section 7.2).
8.3 "Net Cash Flow" shall mean the Partnership's share of all
receipts
derived from the ownership of Projects and Project Interests
therein (exclusive
of any proceeds from the sale or financing of Projects or
Project Interests,
refinancing or other extraordinary transactions not in the
ordinary courses of
business) less (a) expenses, (b) such reserves as the General
Partners deem
reasonably necessary for the proper operation of the
Partnership's business,
and (c) any fees and expenditures authorized by this Agreement
(except for
construction expenditures paid out of capital or loan proceeds).
The General
Partners may at their discretion reinvest or distribute all or
any portion of
the proceeds from the disposition or refinancing of any Project
or Project
Interest therein, provided that in the event of a sale, the
Partners shall have
first received any distributions to which they are entitled
under Section
9.6.2. To the extent that such proceeds are not reinvested or
committed within
twelve months from the date of the receipt of such proceeds,
they shall be
distributed. Distributions of the net proceeds from the sale or
financing of
Projects or Project Interests, refinancing thereof, or other
extraordinary
transactions not in the ordinary course of business shall be
distributed to the
General and Limited Partners in the same manner as net cash is
distributed
under Section 8.2.
8.4 The General Partners shall designate a record date to
determine
Partners entitled to cash distributions, which shall not be less
than 15 days
nor more than 30 days before each cash distribution. The
Partnership shall
cause to be maintained records reflecting the name, address, and
number of
Limited Partnership Interests and General Partners Interests
held by each
Partner for the purpose of determining recipients of cash
distributions and
notices.
Section 9: The General Partners.
9.1 The General Partners shall have complete discretion in
the
management and control of the business of the Partnership for
the purposes
herein stated, shall make all decisions affecting the business
of the
Partnership and shall manage and control the affairs of the
Partnership to the
best of their abilities and use their best efforts to carry out
the purposes of
the Partnership. The powers of the General Partners include, but
are not
limited to, the powers:
(a) to expend the capital and profits of the Partnership in
furtherance of the Partnership's business;
(b) to acquire, hold (in the Partnership's name or, in the
best
interest of the Partnership, under any other title arrangement
selected by the
General Partners), lease, sell, mortgage, convey, or refinance
any real or
personal property, including Projects and Project Interests, at
such price and
upon such terms, as they deem to be in the best interests of the
Partnership,
including the power to vote to amend a local limited partnership
agreement in
such a manner as to reduce the limited partnership interest of
the Partnership
in the local limited partnership, to vote to reduce the
Partnership's interests
in the profits, losses, and special allocations of the local
limited
partnerships and assign a part of the limited partnership
interest in such
partnership, provided that such action is necessary to preserve
the economic
value of the Partnership's Project Interest;
(c) to monitor the construction and operations of any of the
Projects, Project Interests, or other Partnership property and
to make
recommendations with respect thereto;
(d) to retain independent consultants to evaluate the
Projects,
Project Interests, and other Partnership property;
(e) to borrow money and execute promissory notes and to secure
the
same by mortgage upon the Partnership's property;
(f) to invest in short-term debt obligations (including
obligations of federal and state governments and their agencies,
bank
repurchase obligations, commercial paper, and certificates of
deposit of
commercial banks, savings banks, or savings and loan
associations) such funds
as are temporarily not required for investment in Projects,
Project Interests,
or other Partnership property;
(g) to lend money or provide advances in furtherance of the
Partnership's purposes; and
(h) to enter into and carry out agreements of any kind,
provided
that all contracts with the General Partners or their affiliates
must provide
for termination by the Partnership on 60 days written notice,
without penalty,
and to do any and all other acts and things necessary, proper,
convenient, or
advisable to effectuate and carry out the purposes of the
Partnership.
9.2 The General Partners shall (a) diligently and faithfully
devote
such of their time to the business of the Partnership as they
deem necessary to
conduct it for the greatest advantage of the Partnership; (b)
file and publish
all certificates, notices, statements, or other instruments
required by law for
formation and operation of the Partnership in all appropriate
jurisdictions;
(c) cause the Partnership to carry adequate public liability,
property damage,
and other insurance, any or all of which may name the General
Partners as the
sole insured; (d) indemnify and hold the Partnership harmless
from any loss,
damage or liability due to, or arising out of, any General
Partner's breach of
fiduciary duty; and (e) maintain capital accounts on the books
and records of
the Partnership in respect of each interest in the Partnership.
The General
Partners may become Limited Partners and thereby become entitled
to all of the
rights of Limited Partners to the extent of the Limited
Partnership Interests
so acquired, provided that such acquisition of Limited
Partnership Interests
shall not reduce any liability of the General Partners under
this Agreement.
Notwithstanding the foregoing, the General Partners shall have
fiduciary
responsibility for the safekeeping and use of all funds and
assets of the
Partnership, whether or not in their immediate possession or
control and they
shall not employ, or permit another to employ, such funds, or
assets in any
manner except for the exclusive benefit of the Partnership.
9.3 Notwithstanding any provision in this Agreement to the
contrary,
it is understood and agreed that (i) in conducting, carrying on,
and managing
the business of the Partnership, the General Partners shall be
bound by the
following investment policies, which may not be changed,
altered, or amended
except as provided in Section 14 hereof and (ii) the General
Partners shall
endeavor to conduct the Partnership's business in accordance
with the policies
set forth in the Prospectus:
(a) except for interim commitments in short-term government
obligations, commercial paper (investment grade), certificates
of deposit, bank
repurchase obligations, and tax-exempt notes and bonds or
registered investment
companies holding such securities, investments will be initially
limited to
Project Interests, provided that (i) not less than 75% of the
amount of public
offering proceeds available for investment will be invested in
Project
Interests in partnerships or joint ventures which will own or
lease federal,
state, or local government-assisted housing projects and (ii)
the Partnership
may subsequently refinance or convert such Project Interests to
other uses with
a view to realizing higher revenue or capital gains, although
reinvestment of
cash flow (excluding proceeds resulting from a disposition or
refinancing of
property) shall not be allowed.
(b) Projects or Project Interests will be acquired with a
view
toward maximizing tax deductions, with cash income and long-term
appreciation
as additional considerations, and not with a view to early
resale;
(c) the Partnership will seek to avoid depreciation recapture
and
defer taxes by not selling any Projects or Project Interests
within ten years,
except (i) to qualified tenant cooperatives as defined in the
Internal Revenue
Code, and (ii) under circumstances described in the
Prospectus;
(d) upon any sale or refinancing, the Partnership shall not
reinvest any proceeds thereof;
(e) the Partnership may (i) borrow money only against
individual
Projects or Project Interests to acquire Projects or interests
therein, to
defray expenses or preserve its interest in each individual
Project or interest
therein, but may not pledge or encumber other Projects or
Project Interests for
this purpose, and (ii) borrow only such amount for which the
Partnership can
reasonably expect to meet debt service requirements from
anticipated Net Cash
Flow. The Partnership may make or cause its affiliates to make
loans or
advances for the acquisition of Projects or Project Interests,
but such
affiliates may not receive interest or other financing charges
or fees in
excess of the amounts which would be charged by unrelated banks
for comparable
loans for the same purpose in the locality of the Project or in
amounts which
otherwise are unreasonable or require any prepayment charge or
penalty,
provided that in connection with any of the foregoing
transactions, (A) the
Partnership shall not enter into transactions involving the use
of
"all-inclusive" or "wrap-around" notes except as permitted by
the Rules of the
Department of Corporations of the State of California, and (B)
the Partnership
shall not incur any indebtedness whereby the lender will have or
acquire, at
any time as a result of making such loan, any direct or indirect
interest in
the profits, capital, or property of the Partnership other than
as a secured
creditor;
(f) the Partnership shall not (i) issue senior securities,
except
as set forth in the preceding paragraph and even then only at
par or at a
premium, (ii) invest in other issuers for the purpose of
exercising control
(other than local limited partnerships owning or leasing
projects), (iii)
underwrite the securities of other issuers, or (iv) offer Units
or Limited
Partnership Interests in exchange for property;
(g) except in a case in which a single Project investment
exceeds
this limitation, the Partnership shall not sell and reinvest
more than 25% of
its portfolio of Projects or Project Interests within any single
year, unless
by exempted sales to qualified tenant cooperatives;
(h) the Partnership shall not make loans to the General
Partners
or their affiliates and will not make loans to others except (i)
to developers
in connection with the acquisition of Projects or Project
Interests (and then
only if such loans do not exceed, in the aggregate, 5% of the
difference
between the aggregate amount of contributions made pursuant to
Section 5 hereof
less expenses of the Partnership determined in accordance with
Section 6
hereof), (ii) to local limited partnerships in which the
Partnership has an
equity interest, and (iii) as permitted by Sections 5.4 or
9.3(a) hereof;
(i) commitments of Partnership funds will be contingent upon
receipt of satisfactory appraisals as to
non-governmental-assisted Projec
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