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Exhibit
3.6
SECOND AMENDMENT
TO
THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
OF
CENTURY PROPERTIES FUND XIX
THIS SECOND AMENDMENT TO THE AMENDED AND RESTATED LIMITED
PARTNERSHIP AGREEMENT OF CENTURY PROPERTIES FUND XIX (this
"Amendment") is entered into as of December 4, 2006, by and
among Fox Partners II, a California general partnership (the
"General Partner " ), and each of the Limited
Partners. All capitalized terms used in this Amendment but not
otherwise defined herein shall have the meanings given to them in
the Partnership Agreement (as defined below).
Recitals
WHEREAS, Century Properties Fund XIX, a California limited
partnership (the "Partnership"), is governed pursuant to the
terms of that certain Amended and Restated Limited Partnership
Agreement, dated as of September 14, 1983 (as amended, the
"Partnership Agreement"); and
WHEREAS, the General Partner has obtained consents of the
requisite percentage-in-interest of the Limited Partners (i.e.,
Limited Partners who own more than 50% of the Total Outstanding
Units), necessary to amend the Partnership Agreement as provided in
this Amendment.
NOW, THEREFORE, in consideration of the premises, the agreement
of the parties herein contained, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged and confessed, the parties hereby agree as
follows:
1.
Rights, Authority. Powers. Responsibilities and Duties of the
General Partner. Section 15.3.29 of the Partnership Agreement
is hereby amended by adding the following sentence to the end of
such paragraph:
"Notwithstanding the foregoing, the General Partner may cause
the Partnership to enter int
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