REAL ESTATE ASSOCIATES LTD III. SECOND AMENDMENT TO AMENDED AND RESTATED AGREEMENT (2011-08-12)
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: