Common use of Adjustment of Limited Partner's Capital Contribution Clause in Contracts

Adjustment of Limited Partner's Capital Contribution. (a) If the anticipated amount of Projected Tax Credits to be allocated to the Limited Partner and Special Limited Partner as evidenced by IRS Form 8609, Schedule A thereto, and the audited construction cost certification provided to the Limited Partner is different than $534,165 (the "Revised Projected Tax Credits") then the Limited Partner's and Special Limited Partner's Capital Contribution provided for in Sections 7.2 and 7.5 respectively shall be adjusted by the amount which will make the total Capital Contribution to be paid by the Limited Partner and Special Limited Partner to the Partnership equal to 60% of the Revised Projected Tax Credits so anticipated to be allocated to the Limited Partner and Special Limited Partner. (b) The General Partner is required to use its best efforts to rent 100% of the Project's apartment units to Qualified Tenants throughout the Compliance Period. If at any time during the first five calendar years following the year in which the Project is placed in service, the Actual Tax Credit for any fiscal year or portion thereof is or will be less than the Projected Annual Tax Credit, or the Revised Projected Tax Credit calculated on an annual basis ("Revised Projected Annual Tax Credit"), if applicable, then, unless the shortfall shall have previously been addressed under Section 7.4(a), then the amount of the reduction shall be applied to the next Capital Contribution owed by the Limited Partner or the Special Limited Partner, if any, and any portion of such reduction in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner or the Special Limited Partner, if any. If, at the time of determination thereof, the Capital Contribution reduction referenced in Section 7.4(a) and/or this Section 7.4(b) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payments which is then due, if any ("Reduction Shortfall"), then the amount of the Reduction Shortfall shall be paid by the General Partner to the Limited Partner or the Special Limited Partner within ninety days of the General Partner receiving notice of the Reduction Shortfall from the Limited Partner and/or the Special Limited Partner. Such payment by the General Partner shall be considered a Capital Contribution. (c) In the event that, for any reason, at any time after the first five calendar years following the year in which the Project is placed in service, the amount of the Actual Tax Credit is less than the Projected Annual Tax Credit, or the Revised Projected Annual Tax Credit, if applicable, (the "Annual Credit Shortfall"), then, unless the Annual Credit Shortfall shall have previously been addressed under Section 7.4(a) or Section 7.4(b), there shall be a reduction in the General Partner's share of Owner's Annual Return in an amount equal to the Annual Credit Shortfall and said amount instead shall be paid to the Limited Partner. In the event there are not sufficient funds to pay the full Annual Credit Shortfall to the Limited Partner at the time of the next Distribution of Owner's Annual Return, then the Limited Partner shall be treated as having made

Adjustment of Limited Partner's Capital Contribution. (a) The amount of the Limited Partner's and Special Limited Partner's Capital Contribution was determined in part upon the amount of Tax Credits that were expected to be available to the Partnership, and was based on the assumption that the Partnership would be eligible to claim, in the aggregate, the Projected Tax Credits. If the anticipated amount of Projected Tax Credits to be allocated to the Limited Partner and Special Limited Partner as evidenced by IRS Form 8609, Schedule A thereto, and the audited construction cost certification provided to the Limited Partner and Special Limited Partner is different less than 99.99% of $534,165 1,068,740 (the new Tax Credit amount, if applicable, shall be referred to as the "Revised Projected Tax Credits") then the Limited Partner's and Special Limited Partner's Capital Contribution provided for in Sections Section 7.2 and Section 7.5 respectively shall be adjusted by the amount which will make the total Capital Contribution to be paid by the Limited Partner and Special Limited Partner to the Partnership equal to 6075% of the Revised Projected Tax Credits so anticipated to be allocated to the Limited Partner and Special Limited Partner. If the Capital Contribution adjustment referenced in this Section 7.4(a) is a reduction which is greater than the remaining Capital Contribution to be paid by the Limited Partner and the Special Limited Partner then the General Partner shall have ninety days from the date the General Partner receives notice from either the Limited Partner or the Special Limited Partner to pay the shortfall. If the Capital Contribution adjustment referenced in this Section 7.4(a) is an increase then the Limited Partner and Special Limited Partner shall have ninety days from the date the Limited Partner and Special Limited Partner have received notice from the General Partner to pay the increase. (b) The General Partner is required to use its best efforts to rent 100% of the ProjectApartment Housing's apartment units to Qualified Tenants tenants who meet the Minimum Set-Aside Test throughout the Compliance Period. If at any time during the first five end of each calendar years year following the year in which the Project Apartment Housing is placed in service, the Actual Tax Credit for any fiscal year or portion thereof is or will be less than the Projected Annual Tax Credit, or the Revised Projected Annual Tax Credit calculated on an annual basis as modified by Section 7.4(a) of this Agreement if applicable (collectively, the "Revised Projected Annual Tax Credit"), if applicable, then, unless ) (the shortfall shall have previously been addressed under Section 7.4(a"Annual Credit Shortfall"), then the amount of the reduction shall be applied to the next Capital Contribution owed by the Limited Partner or shall be reduced by the Special Limited Partner, if anyAnnual Credit Shortfall amount, and any portion of such reduction Annual Credit Shortfall in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner. If the Annual Credit Shortfall is greater than the Limited Partner's remaining Capital Contributions then the General Partner shall pay to the Limited Partner the excess of the Annual Credit Shortfall over the remaining Capital Contributions. The General Partner shall have ninety days to pay the Annual Credit Shortfall from the date the General Partner receives notice from the Limited Partner. The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit. (c) The General Partner has represented, in part, that the Limited Partner will receive Projected Annual Tax Credits of $22,261 in 2006 and $106,853 in 2007. In the event the 2006 or 2007 Actual Tax Credits are less than projected then the Limited Partner's Capital Contribution shall be reduced by an amount equal to 65% times the difference between the Projected Annual Tax Credits for 2006 and 2007 and the Actual Tax Credits for 2006 and 2007. If the 2006 and 2007 Actual Tax Credits are less than projected then the Special Limited Partner, if any's Capital Contribution shall be reduced following the same equation referenced in the preceding sentence. If, at the time of determination thereof, the Capital Contribution reduction adjustment referenced in Section 7.4(a) and/or this Section 7.4(b7.4(d) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payments payment which is then due, if any ("Reduction Shortfall")any, then the excess amount of the Reduction Shortfall shall be paid by the General Partner to the Limited Partner or and/or the Special Limited Partner within ninety days of the General Partner receiving notice of the Reduction Shortfall reduction from the Limited Partner Partners and/or the Special Limited Partner. (d) The Partners recognize and acknowledge that the Limited Partner and the Special Limited Partner are making their Capital Contribution, in part, on the expectation that the Projected Tax Credits are allocated to the Partners over the Tax Credit Period. Such payment If the Projected Tax Credits are not allocated to the Partners during the Tax Credit Period then the Limited Partner's and Special Limited Partner's Capital Contribution shall be reduced by an amount agreed upon by the Partners, in good faith, to provide the Limited Partner and the Special Limited Partner with their anticipated internal rate of return. (e) In the event there is: (1) a filing of a tax return by the Partnership evidencing a reduction in the qualified basis of the Apartment Housing causing a recapture of Tax Credits previously allocated to the Limited Partner; (2) a reduction in the qualified basis of the Apartment Housing for income tax purposes following an audit by the Internal Revenue Service ("IRS") resulting in a recapture of Tax Credits previously claimed; (3) a decision by the United States Tax Court upholding the assessment of such deficiency against the Partnership with respect to any Tax Credit previously claimed in connection with the Apartment Housing, unless the Partnership shall timely appeal such decision and the collection of such assessment shall be stayed pending the disposition of such appeal; or (4) a decision of a court affirming such decision upon such appeal then, in addition to any other payments to which the Limited Partner and Special Limited Partner are entitled under the terms of this Section 7.4, the General Partner shall be considered a Capital Contribution. (c) In the event that, for any reason, at any time after the first five calendar years following the year in which the Project is placed in service, the amount of the Actual Tax Credit is less than the Projected Annual Tax Credit, or the Revised Projected Annual Tax Credit, if applicable, (the "Annual Credit Shortfall"), then, unless the Annual Credit Shortfall shall have previously been addressed under Section 7.4(a) or Section 7.4(b), there shall be a reduction in the General Partner's share of Owner's Annual Return in an amount equal to the Annual Credit Shortfall and said amount instead shall be paid to the Limited Partner. In the event there are not sufficient funds to pay the full Annual Credit Shortfall to the Limited Partner and the Special Limited Partner the sum of (A) the income tax deficiency assessed against the Limited Partner or Special Limited Partner as a result of the Tax Credit recapture, (B) any interest and penalties imposed on the Limited Partner or Special Limited Partner with respect to such deficiency, and (C) an amount sufficient to pay any tax liability owed by the Limited Partner or Special Limited Partner resulting from the receipt of the amounts specified in (A) and (B). (f) The increase in the Capital Contribution of the Limited Partner and the Special Limited Partner pursuant to Section 7.4(a) shall be subject to the Limited Partner and Special Limited Partner having funds available to pay any such increase at the time of the next Distribution its notification of Owner's Annual Returnsuch increase. For these purposes, then any funds theretofore previously earmarked by the Limited Partner or Special Limited Partner to make other investments, or to be held as required reserves, shall not be treated as having madeconsidered available for payment hereunder.

Adjustment of Limited Partner's Capital Contribution. (a) The amount of the Limited Partner's and Special Limited Partner's Capital Contribution was determined in part upon the amount of Tax Credits that were expected to be available to the Partnership, and was based on the assumption that the Partnership would be eligible to claim, in the aggregate, the Projected Tax Credits. If the anticipated amount of Projected Tax Credits to be allocated to the Limited Partner and Special Limited Partner as evidenced by IRS Form 8609, Schedule A thereto, and the audited construction cost certification provided to the Limited Partner and Special Limited Partner is different less than 99.99% of $534,165 836,925 (the new Tax Credit amount, if applicable, shall be referred to as the "Revised Projected Tax Credits") then the Limited Partner's and Special Limited Partner's Capital Contribution provided for in Sections Section 7.2 and Section 7.5 respectively shall be adjusted by the amount which will make the total Capital Contribution to be paid by the Limited Partner and Special Limited Partner to the Partnership equal to 6075% of the Revised Projected Tax Credits so anticipated to be allocated to the Limited Partner and Special Limited Partner. If the Capital Contribution adjustment referenced in this Section 7.4(a) is a reduction which is greater than the remaining Capital Contribution to be paid by the Limited Partner and the Special Limited Partner then the General Partner shall have ninety days from the date the General Partner receives notice from either the Limited Partner or the Special Limited Partner to pay the shortfall. If the Capital Contribution adjustment referenced in this Section 7.4(a) is an increase then the Limited Partner and Special Limited Partner shall have ninety days from the date the Limited Partner and Special Limited Partner have received notice from the General Partner to pay the increase. (b) The General Partner is required to use its best efforts to rent 100% of the ProjectApartment Housing's apartment units to Qualified Tenants tenants who meet the Minimum Set-Aside Test throughout the Compliance Period. If at any time during the first five end of each calendar years year following the year in which the Project Apartment Housing is placed in service, the Actual Tax Credit for any fiscal year or portion thereof is or will be less than the Projected Annual Tax Credit, or the Revised Projected Annual Tax Credit calculated on an annual basis as modified by Section 7.4(a) of this Agreement if applicable (collectively, the "Revised Projected Annual Tax Credit"), if applicable, then, unless ) (the shortfall shall have previously been addressed under Section 7.4(a"Annual Credit Shortfall"), then the amount of the reduction shall be applied to the next Capital Contribution owed by the Limited Partner or shall be reduced by the Special Limited Partner, if anyAnnual Credit Shortfall amount, and any portion of such reduction Annual Credit Shortfall in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner. If the Annual Credit Shortfall is greater than the Limited Partner's remaining Capital Contributions then the General Partner shall pay to the Limited Partner the excess of the Annual Credit Shortfall over the remaining Capital Contributions. The General Partner shall have ninety days to pay the Annual Credit Shortfall from the date the General Partner receives notice from the Limited Partner. The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit. (c) The General Partner has represented, in part, that the Limited Partner will receive Projected Annual Tax Credits of $16,735 in 2006 and $83,676 in 2007. In the event the 2006 or 2007 Actual Tax Credits are less than projected then the Limited Partner's Capital Contribution shall be reduced by an amount equal to 65% times the difference between the Projected Annual Tax Credits for 2006 and 2007 and the Actual Tax Credits for 2006 and 2007. If the 2006 and 2007 Actual Tax Credits are less than projected then the Special Limited Partner, if any's Capital Contribution shall be reduced following the same equation referenced in the preceding sentence. If, at the time of determination thereof, the Capital Contribution reduction adjustment referenced in Section 7.4(a) and/or this Section 7.4(b7.4(d) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payments payment which is then due, if any ("Reduction Shortfall")any, then the excess amount of the Reduction Shortfall shall be paid by the General Partner to the Limited Partner or and/or the Special Limited Partner within ninety days of the General Partner receiving notice of the Reduction Shortfall reduction from the Limited Partner Partners and/or the Special Limited Partner. Such payment by the General Partner shall be considered a Capital Contribution. (cd) The Partners recognize and acknowledge that the Limited Partner and the Special Limited Partner are making their Capital Contribution, in part, on the expectation that the Projected Tax Credits are allocated to the Partners over the Tax Credit Period. If the Projected Tax Credits are not allocated to the Partners during the Tax Credit Period then the Limited Partner's and Special Limited Partner's Capital Contribution shall be reduced by an amount agreed upon by the Partners, in good faith, to provide the Limited Partner and the Special Limited Partner with their anticipated internal rate of return. (e) In the event that, for any reason, at any time after there is: (1) a filing of a tax return by the first five calendar years following the year in which the Project is placed in service, the amount of the Actual Tax Credit is less than the Projected Annual Tax Credit, or the Revised Projected Annual Tax Credit, if applicable, (the "Annual Credit Shortfall"), then, unless the Annual Credit Shortfall shall have previously been addressed under Section 7.4(a) or Section 7.4(b), there shall be Partnership evidencing a reduction in the General Partner's share qualified basis of Owner's Annual Return in an amount equal to the Annual Credit Shortfall and said amount instead shall be paid Apartment Housing causing a recapture of Tax Credits previously allocated to the Limited Partner. In ; (2) a reduction in the event there are not sufficient funds to pay the full Annual Credit Shortfall to the Limited Partner at the time qualified basis of the next Distribution Apartment Housing for income tax purposes following an audit by the Internal Revenue Service ("IRS") resulting in a recapture of Owner's Annual ReturnTax Credits previously claimed; (3) a decision by the United States Tax Court upholding the assessment of such deficiency against the Partnership with respect to any Tax Credit previously claimed in connection with the Apartment Housing, then unless the Limited Partner Partnership shall timely appeal such decision and the collection of such assessment shall be treated as having madestayed pending the disposition of such appeal; or

Adjustment of Limited Partner's Capital Contribution. (a) The amount of the Limited Partner's and Special Limited Partner's Capital Contribution was determined in part upon the amount of Tax Credits that were expected to be available to the Partnership, and was based on the assumption that the Partnership would be eligible to claim, in the aggregate, the Projected Tax Credits. If the anticipated amount of Projected Tax Credits to be allocated to the Limited Partner and Special Limited Partner as evidenced by IRS Form 8609, Schedule A thereto, and the audited construction cost certification provided to the Limited Partner is different and Special Limited Partner are less than $534,165 1,209,189 (the new Tax Credit amount, if applicable, shall be referred to as the "Revised Projected Tax Credits") then the Limited Partner's and Special Limited Partner's Capital Contribution provided for in Sections Section 7.2 and Section 7.5 respectively shall be adjusted by the amount which will make the total Capital Contribution to be paid by the Limited Partner and Special Limited Partner to the Partnership equal to 6073% of the Revised Projected Tax Credits so anticipated to be allocated to the Limited Partner and Special Limited Partner. If the Capital Contribution adjustment referenced in this Section 7.4(a) is a reduction which is greater than the remaining Capital Contribution to be paid by the Limited Partner and the Special Limited Partner then the General Partner shall have ninety days from the date the General Partner receives notice from either the Limited Partner or the Special Limited Partner to pay the shortfall. If the Capital Contribution adjustment referenced in this Section 7.4(a) is an increase then the Limited Partner and Special Limited Partner shall have ninety days from the date the Limited Partner and Special Limited Partner have received notice from the General Partner to pay the increase. (b) The General Partner is required to use its best efforts to rent 100% of the ProjectApartment Housing's apartment units to Qualified Tenants tenants who meet the Minimum Set-Aside Test throughout the Compliance Period. If at any time the end of each calendar year during the first five calendar years following the year in which the Project Apartment Housing is placed in service, the Actual Tax Credit for any fiscal year or portion thereof is or will be less than the Projected Annual Tax Credit, or the Revised Projected Annual Tax Credit calculated on an annual basis as modified by Section 7.4(a) of this Agreement if applicable (collectively the "Revised Projected Annual Tax Credit"), if applicable, then, unless ) (the shortfall shall have previously been addressed under Section 7.4(a"Annual Credit Shortfall"), then the amount of the reduction shall be applied to the next Capital Contribution owed by the Limited Partner or shall be reduced by the Special Limited Partner, if anyAnnual Credit Shortfall amount, and any portion of such reduction Annual Credit Shortfall in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner or Partner. If the Special Annual Credit Shortfall is greater than the Limited Partner, if any's remaining Capital Contributions then the General Partner shall pay to the Limited Partner the excess of the Annual Credit Shortfall over the remaining Capital Contributions. If, at The General Partner shall have ninety days to pay the time Annual Credit Shortfall from the date the General Partner receives notice from the Limited Partner. The provisions of determination thereof, the Capital Contribution reduction referenced in Section 7.4(a) and/or this Section 7.4(b) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payments which is then due, if any ("Reduction Shortfall"), then the amount of the Reduction Shortfall shall be paid by the General Partner apply equally to the Limited Partner or the Special Limited Partner within ninety days of the General Partner receiving notice of the Reduction Shortfall from the Limited Partner and/or the Special Limited Partner. Such payment by the General Partner shall be considered a in proportion to its Capital ContributionContribution and anticipated annual Tax Credit. (c) In the event that, for any reason, at any time after the first five calendar years following the year in which the Project Apartment Housing is placed in service, the amount of the Actual Tax Credit there is less than the Projected Annual Tax Credit, or the Revised Projected Annual Tax Credit, if applicable, (the "an Annual Credit Shortfall"), then, unless the Annual Credit Shortfall shall have previously been addressed under Section 7.4(a) or Section 7.4(b), then there shall be a reduction in the General Partner's share of Owner's Annual Return Net Operating Income in an amount equal to the Annual Credit Shortfall and said amount instead shall be paid to the Limited Partner. In the event there are not sufficient funds to pay the full Annual Credit Shortfall to the Limited Partner at the time of the next Distribution of Owner's Annual ReturnNet Operating Income, then the unpaid Annual Credit Shortfall shall be repaid in the next year in which sufficient monies are available from the General Partner's Net Operating Income. In the event a Sale or Refinancing of the Apartment Housing occurs prior to repayment in full of the Annual Credit Shortfall then the excess will be paid in accordance with Section 11.2(b). The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit. (d) The General Partner has represented, in part, that the Limited Partner will receive Projected Annual Tax Credits of $45,340 in 2004 and $120,907 in 2005. In the event the 2004 and 2005 Actual Tax Credits are less than projected then the Limited Partner's Capital Contribution shall be treated reduced by an amount equal to 73% times the difference between the Projected Annual Tax Credits for 2004 and 2005 and the Actual Tax Credits for 2004 and 2005. If the 2004 and 2005 Actual Tax Credits are less than projected then the Special Limited Partner's Capital Contribution shall be reduced following the same equation referenced in the preceding sentence. If, at the time of determination thereof, the Capital Contribution adjustment referenced in this Section 7.4(d) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payment which is then due, if any, then the excess amount shall be paid by the General Partner to the Limited Partner and/or the Special Limited Partner within ninety days of the General Partner receiving notice of the reduction from the Limited Partners and/or the Special Limited Partner. (e) The Partners recognize and acknowledge that the Limited Partner and the Special Limited Partner are making their Capital Contribution, in part, on the expectation that the Projected Tax Credits are allocated to the Partners over the Tax Credit Period. If the Projected Tax Credits are not allocated to the Partners during the Tax Credit Period then the Limited Partner's and Special Limited Partner's Capital Contribution shall be reduced by an amount agreed upon by the Partners, in good faith, to provide the Limited Partner and the Special Limited Partner with their anticipated internal rate of return. (f) In the event there is: (1) a filing of a tax return by the Partnership evidencing a reduction in the qualified basis of the Apartment Housing causing a recapture of Tax Credits previously allocated to the Limited Partner; (2) a reduction in the qualified basis of the Apartment Housing for income tax purposes following an audit by the Internal Revenue Service (IRS) resulting in a recapture of Tax Credits previously claimed; (3) a decision by the United States Tax Court upholding the assessment of such deficiency against the Partnership with respect to any Tax Credit previously claimed in connection with the Apartment Housing, unless the Partnership shall timely appeal such decision and the collection of such assessment shall be stayed pending the disposition of such appeal; or (4) a decision of a court affirming such decision upon such appeal then, in addition to any other payments to which the Limited Partner and Special Limited Partner are entitled under the terms of this Section 7.4, the General Partner shall pay to the Limited Partner and the Special Limited Partner the sum of (A) the income tax deficiency assessed against the Limited Partner or Special Limited Partner as a result of the Tax Credit recapture, (B) any interest and penalties imposed on the Limited Partner or Special Limited Partner with respect to such deficiency, and (C) an amount sufficient to pay any tax liability owed by the Limited Partner or Special Limited Partner resulting from the receipt of the amounts specified in (A) and (B). (g) The increase in the Capital Contribution of the Limited Partner and the Special Limited Partner pursuant to Section 7.4(a) shall be subject to the Limited Partner and Special Limited Partner having madefunds available to pay any such increase at the time of its notification of such increase. For these purposes, any funds theretofore previously earmarked by the Limited Partner or Special Limited Partner to make other investments, or to be held as required reserves, shall not be considered available for payment hereunder.

Adjustment of Limited Partner's Capital Contribution. (a) The amount of the Limited Partner's and Special Limited Partner's Capital Contribution was determined in part upon the amount of Tax Credits that were expected to be available to the Partnership, and was based on the assumption that the Partnership would be eligible to claim, in the aggregate, the Projected Tax Credits. If the anticipated amount of Projected Tax Credits to be allocated to the Limited Partner and Special Limited Partner as evidenced by IRS Form 8609, Schedule A thereto, and the audited construction cost certification provided to the Limited Partner is different and Special Limited Partner are less than $534,165 1,216,418 (the new Tax Credit amount, if applicable, shall be referred to as the "Revised Projected Tax Credits") then the Limited Partner's and Special Limited Partner's Capital Contribution provided for in Sections Section 7.2 and Section 7.5 respectively shall be adjusted by the amount which will make the total Capital Contribution to be paid by the Limited Partner and Special Limited Partner to the Partnership equal to 6073% of the Revised Projected Tax Credits so anticipated to be allocated to the Limited Partner and Special Limited Partner. If the Capital Contribution adjustment referenced in this Section 7.4(a) is a reduction which is greater than the remaining Capital Contribution to be paid by the Limited Partner and the Special Limited Partner then the General Partner shall have ninety days from the date the General Partner receives notice from either the Limited Partner or the Special Limited Partner to pay the shortfall. If the Capital Contribution adjustment referenced in this Section 7.4(a) is an increase then the Limited Partner and Special Limited Partner shall have ninety days from the date the Limited Partner and Special Limited Partner have received notice from the General Partner to pay the increase. (b) The General Partner is required to use its best efforts to rent 100% of the ProjectApartment Housing's apartment units to Qualified Tenants tenants who meet the Minimum Set-Aside Test throughout the Compliance Period. If at any time the end of each calendar year during the first five calendar years following the year in which the Project Apartment Housing is placed in service, the Actual Tax Credit for any fiscal year or portion thereof is or will be less than the Projected Annual Tax Credit, or the Revised Projected Annual Tax Credit calculated on an annual basis as modified by Section 7.4(a) of this Agreement if applicable (collectively the "Revised Projected Annual Tax Credit"), if applicable, then, unless ) (the shortfall shall have previously been addressed under Section 7.4(a"Annual Credit Shortfall"), then the amount of the reduction shall be applied to the next Capital Contribution owed by the Limited Partner or shall be reduced by the Special Limited Partner, if anyAnnual Credit Shortfall amount, and any portion of such reduction Annual Credit Shortfall in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner or Partner. If the Special Annual Credit Shortfall is greater than the Limited Partner, if any's remaining Capital Contributions then the General Partner shall pay to the Limited Partner the excess of the Annual Credit Shortfall over the remaining Capital Contributions. If, at The General Partner shall have ninety days to pay the time Annual Credit Shortfall from the date the General Partner receives notice from the Limited Partner. The provisions of determination thereof, the Capital Contribution reduction referenced in Section 7.4(a) and/or this Section 7.4(b) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payments which is then due, if any ("Reduction Shortfall"), then the amount of the Reduction Shortfall shall be paid by the General Partner apply equally to the Limited Partner or the Special Limited Partner within ninety days of the General Partner receiving notice of the Reduction Shortfall from the Limited Partner and/or the Special Limited Partner. Such payment by the General Partner shall be considered a in proportion to its Capital ContributionContribution and anticipated annual Tax Credit. (c) In the event that, for any reason, at any time after the first five calendar years following the year in which the Project Apartment Housing is placed in service, the amount of the Actual Tax Credit there is less than the Projected Annual Tax Credit, or the Revised Projected Annual Tax Credit, if applicable, (the "an Annual Credit Shortfall"), then, unless the Annual Credit Shortfall shall have previously been addressed under Section 7.4(a) or Section 7.4(b), then there shall be a reduction in the General Partner's share of Owner's Annual Return Net Operating Income in an amount equal to the Annual Credit Shortfall and said amount instead shall be paid to the Limited Partner. In the event there are not sufficient funds to pay the full Annual Credit Shortfall to the Limited Partner at the time of the next Distribution of Owner's Annual ReturnNet Operating Income, then the unpaid Annual Credit Shortfall shall be repaid in the next year in which sufficient monies are available from the General Partner's Net Operating Income. In the event a Sale or Refinancing of the Apartment Housing occurs prior to repayment in full of the Annual Credit Shortfall then the excess will be paid in accordance with Section 11.2(b). The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit. (d) The General Partner has represented, in part, that the Limited Partner will receive Projected Annual Tax Credits of $45,611 in 2004 and $121,630 in 2005. In the event the 2004 and 2005 Actual Tax Credits are less than projected then the Limited Partner's Capital Contribution shall be treated reduced by an amount equal to 73% times the difference between the Projected Annual Tax Credits for 2004 and 2005 and the Actual Tax Credits for 2004 and 2005. If the 2004 and 2005 Actual Tax Credits are less than projected then the Special Limited Partner's Capital Contribution shall be reduced following the same equation referenced in the preceding sentence. If, at the time of determination thereof, the Capital Contribution adjustment referenced in this Section 7.4(d) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payment which is then due, if any, then the excess amount shall be paid by the General Partner to the Limited Partner and/or the Special Limited Partner within ninety days of the General Partner receiving notice of the reduction from the Limited Partners and/or the Special Limited Partner. (e) The Partners recognize and acknowledge that the Limited Partner and the Special Limited Partner are making their Capital Contribution, in part, on the expectation that the Projected Tax Credits are allocated to the Partners over the Tax Credit Period. If the Projected Tax Credits are not allocated to the Partners during the Tax Credit Period then the Limited Partner's and Special Limited Partner's Capital Contribution shall be reduced by an amount agreed upon by the Partners, in good faith, to provide the Limited Partner and the Special Limited Partner with their anticipated internal rate of return. (f) In the event there is: (1) a filing of a tax return by the Partnership evidencing a reduction in the qualified basis of the Apartment Housing causing a recapture of Tax Credits previously allocated to the Limited Partner; (2) a reduction in the qualified basis of the Apartment Housing for income tax purposes following an audit by the Internal Revenue Service (IRS) resulting in a recapture of Tax Credits previously claimed; (3) a decision by the United States Tax Court upholding the assessment of such deficiency against the Partnership with respect to any Tax Credit previously claimed in connection with the Apartment Housing, unless the Partnership shall timely appeal such decision and the collection of such assessment shall be stayed pending the disposition of such appeal; or (4) a decision of a court affirming such decision upon such appeal then, in addition to any other payments to which the Limited Partner and Special Limited Partner are entitled under the terms of this Section 7.4, the General Partner shall pay to the Limited Partner and the Special Limited Partner the sum of (A) the income tax deficiency assessed against the Limited Partner or Special Limited Partner as a result of the Tax Credit recapture, (B) any interest and penalties imposed on the Limited Partner or Special Limited Partner with respect to such deficiency, and (C) an amount sufficient to pay any tax liability owed by the Limited Partner or Special Limited Partner resulting from the receipt of the amounts specified in (A) and (B). (g) The increase in the Capital Contribution of the Limited Partner and the Special Limited Partner pursuant to Section 7.4(a) shall be subject to the Limited Partner and Special Limited Partner having madefunds available to pay any such increase at the time of its notification of such increase. For these purposes, any funds theretofore previously earmarked by the Limited Partner or Special Limited Partner to make other investments, or to be held as required reserves, shall not be considered available for payment hereunder.

Adjustment of Limited Partner's Capital Contribution. (a) The amount of the Limited Partner's and Special Limited Partner's Capital Contribution was determined in part upon the amount of Tax Credits that were expected to be available to the Partnership, and was based on the assumption that the Partnership would be eligible to claim, in the aggregate, the Projected Tax Credits. If the anticipated amount of Projected Tax Credits to be allocated to the Limited Partner and Special Limited Partner as evidenced by IRS Form 8609, Schedule A thereto, and the audited construction cost certification provided to the Limited Partner is different and Special Limited Partner are less than $534,165 1,198,000 (the new Tax Credit amount, if applicable, shall be referred to as the "Revised Projected Tax Credits") then the Limited Partner's and Special Limited Partner's Capital Contribution provided for in Sections Section 7.2 and Section 7.5 respectively shall be adjusted by the amount which will make the total Capital Contribution to be paid by the Limited Partner and Special Limited Partner to the Partnership equal to 6073% of the Revised Projected Tax Credits so anticipated to be allocated to the Limited Partner and Special Limited Partner. If the Capital Contribution adjustment referenced in this Section 7.4(a) is a reduction which is greater than the remaining Capital Contribution to be paid by the Limited Partner and the Special Limited Partner then the General Partner shall have ninety days from the date the General Partner receives notice from either the Limited Partner or the Special Limited Partner to pay the shortfall. If the Capital Contribution adjustment referenced in this Section 7.4(a) is an increase then the Limited Partner and Special Limited Partner shall have ninety days from the date the Limited Partner and Special Limited Partner have received notice from the General Partner to pay the increase. (b) The General Partner is required to use its best efforts to rent 100% of the ProjectApartment Housing's apartment units to Qualified Tenants tenants who meet the Minimum Set-Aside Test throughout the Compliance Period. If at any time the end of each calendar year during the first five calendar years following the year in which the Project Apartment Housing is placed in service, the Actual Tax Credit for any fiscal year or portion thereof is or will be less than the Projected Annual Tax Credit, or the Revised Projected Annual Tax Credit calculated on an annual basis as modified by Section 7.4(a) of this Agreement if applicable (collectively the "Revised Projected Annual Tax Credit"), if applicable, then, unless ) (the shortfall shall have previously been addressed under Section 7.4(a"Annual Credit Shortfall"), then the amount of the reduction shall be applied to the next Capital Contribution owed by the Limited Partner or shall be reduced by the Special Limited Partner, if anyAnnual Credit Shortfall amount, and any portion of such reduction Annual Credit Shortfall in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner or Partner. If the Special Annual Credit Shortfall is greater than the Limited Partner, if any's remaining Capital Contributions then the General Partner shall pay to the Limited Partner the excess of the Annual Credit Shortfall over the remaining Capital Contributions. If, at The General Partner shall have ninety days to pay the time Annual Credit Shortfall from the date the General Partner receives notice from the Limited Partner. The provisions of determination thereof, the Capital Contribution reduction referenced in Section 7.4(a) and/or this Section 7.4(b) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payments which is then due, if any ("Reduction Shortfall"), then the amount of the Reduction Shortfall shall be paid by the General Partner apply equally to the Limited Partner or the Special Limited Partner within ninety days of the General Partner receiving notice of the Reduction Shortfall from the Limited Partner and/or the Special Limited Partner. Such payment by the General Partner shall be considered a in proportion to its Capital ContributionContribution and anticipated annual Tax Credit. (c) In the event that, for any reason, at any time after the first five calendar years following the year in which the Project Apartment Housing is placed in service, the amount of the Actual Tax Credit there is less than the Projected Annual Tax Credit, or the Revised Projected Annual Tax Credit, if applicable, (the "an Annual Credit Shortfall"), then, unless the Annual Credit Shortfall shall have previously been addressed under Section 7.4(a) or Section 7.4(b), then there shall be a reduction in the General Partner's share of Owner's Annual Return Net Operating Income in an amount equal to the Annual Credit Shortfall and said amount instead shall be paid to the Limited Partner. In the event there are not sufficient funds to pay the full Annual Credit Shortfall to the Limited Partner at the time of the next Distribution of Owner's Annual ReturnNet Operating Income, then the unpaid Annual Credit Shortfall shall be repaid in the next year in which sufficient monies are available from the General Partner's Net Operating Income. In the event a Sale or Refinancing of the Apartment Housing occurs prior to repayment in full of the Annual Credit Shortfall then the excess will be paid in accordance with Section 11.2(b). The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit. (d) The General Partner has represented, in part, that the Limited Partner will receive Projected Annual Tax Credits of $44,921 in 2004 and $119,788 in 2005. In the event the 2004 and 2005 Actual Tax Credits are less than projected then the Limited Partner's Capital Contribution shall be treated reduced by an amount equal to 73% times the difference between the Projected Annual Tax Credits for 2004 and 2005 and the Actual Tax Credits for 2004 and 2005. If the 2004 and 2005 Actual Tax Credits are less than projected then the Special Limited Partner's Capital Contribution shall be reduced following the same equation referenced in the preceding sentence. If, at the time of determination thereof, the Capital Contribution adjustment referenced in this Section 7.4(d) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payment which is then due, if any, then the excess amount shall be paid by the General Partner to the Limited Partner and/or the Special Limited Partner within ninety days of the General Partner receiving notice of the reduction from the Limited Partners and/or the Special Limited Partner. (e) The Partners recognize and acknowledge that the Limited Partner and the Special Limited Partner are making their Capital Contribution, in part, on the expectation that the Projected Tax Credits are allocated to the Partners over the Tax Credit Period. If the Projected Tax Credits are not allocated to the Partners during the Tax Credit Period then the Limited Partner's and Special Limited Partner's Capital Contribution shall be reduced by an amount agreed upon by the Partners, in good faith, to provide the Limited Partner and the Special Limited Partner with their anticipated internal rate of return. (f) In the event there is: (1) a filing of a tax return by the Partnership evidencing a reduction in the qualified basis of the Apartment Housing causing a recapture of Tax Credits previously allocated to the Limited Partner; (2) a reduction in the qualified basis of the Apartment Housing for income tax purposes following an audit by the Internal Revenue Service (IRS) resulting in a recapture of Tax Credits previously claimed; (3) a decision by the United States Tax Court upholding the assessment of such deficiency against the Partnership with respect to any Tax Credit previously claimed in connection with the Apartment Housing, unless the Partnership shall timely appeal such decision and the collection of such assessment shall be stayed pending the disposition of such appeal; or (4) a decision of a court affirming such decision upon such appeal then, in addition to any other payments to which the Limited Partner and Special Limited Partner are entitled under the terms of this Section 7.4, the General Partner shall pay to the Limited Partner and the Special Limited Partner the sum of (A) the income tax deficiency assessed against the Limited Partner or Special Limited Partner as a result of the Tax Credit recapture, (B) any interest and penalties imposed on the Limited Partner or Special Limited Partner with respect to such deficiency, and (C) an amount sufficient to pay any tax liability owed by the Limited Partner or Special Limited Partner resulting from the receipt of the amounts specified in (A) and (B). (g) The increase in the Capital Contribution of the Limited Partner and the Special Limited Partner pursuant to Section 7.4(a) shall be subject to the Limited Partner and Special Limited Partner having madefunds available to pay any such increase at the time of its notification of such increase. For these purposes, any funds theretofore previously earmarked by the Limited Partner or Special Limited Partner to make other investments, or to be held as required reserves, shall not be considered available for payment hereunder.

Adjustment of Limited Partner's Capital Contribution. (a) The amount of the Limited Partner's and Special Limited Partner's Capital Contribution was determined in part upon the amount of Tax Credits that were expected to be available to the Partnership, at a cost of 75.00% and was based on the assumption that the Partnership would be eligible to claim, in the aggregate, the Projected Tax Credits. If the anticipated amount of Projected Tax Credits to be allocated to the Limited Partner and Special Limited Partner as evidenced by IRS Form 8609, Schedule A thereto, and the audited construction cost certification provided to the Limited Partner is different and Special Limited Partner are less than $534,165 1,223,025 (the new Tax Credit amount, if applicable, shall be referred to as the "Revised Projected Tax Credits") then the Limited Partner's and Special Limited Partner's Capital Contribution provided for in Sections Section 7.2 and Section 7.5 respectively shall be adjusted by the amount which will make the total Capital Contribution to be paid by the Limited Partner and Special Limited Partner to the Partnership equal to 6075.00% of the Revised Projected Tax Credits so anticipated to be allocated to the Limited Partner and Special Limited Partner. If the Capital Contribution adjustment referenced in this Section 7.4(a) is a reduction which is greater than the remaining Capital Contribution to be paid by the Limited Partner and the Special Limited Partner then the General Partner shall have ninety days from the date the General Partner receives notice from either the Limited Partner or the Special Limited Partner to pay the shortfall. If the Capital Contribution adjustment referenced in this Section 7.4(a) is an increase then the Limited Partner and Special Limited Partner shall have ninety days from the date the Limited Partner and Special Limited Partner have received notice from the General Partner to pay the increase. (b) The General Partner is required to use its best efforts to rent 100% of the ProjectApartment Housing's apartment units to Qualified Tenants tenants who meet the Minimum Set-Aside Test throughout the Compliance Period. If at any time the end of each calendar year during the first five calendar years following the year in which the Project Apartment Housing is placed in service, the Actual Tax Credit for any fiscal year or portion thereof is or will be less than the Projected Annual Tax Credit, or the Revised Projected Annual Tax Credit calculated on an annual basis as modified by Section 7.4(a) of this Agreement if applicable (collectively the "Revised Projected Annual Tax Credit"), if applicable, then, unless ) (the shortfall shall have previously been addressed under Section 7.4(a"Annual Credit Shortfall"), then the amount of the reduction shall be applied to the next Capital Contribution owed by the Limited Partner or shall be reduced by the Special Limited Partner, if anyAnnual Credit Shortfall amount, and any portion of such reduction Annual Credit Shortfall in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner or Partner. If the Special Annual Credit Shortfall is greater than the Limited Partner, if any's remaining Capital Contributions then the General Partner shall pay to the Limited Partner the excess of the Annual Credit Shortfall over the remaining Capital Contributions. If, at The General Partner shall have ninety days to pay the time Annual Credit Shortfall from the date the General Partner receives notice from the Limited Partner. The provisions of determination thereof, the Capital Contribution reduction referenced in Section 7.4(a) and/or this Section 7.4(b) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payments which is then due, if any ("Reduction Shortfall"), then the amount of the Reduction Shortfall shall be paid by the General Partner apply equally to the Limited Partner or the Special Limited Partner within ninety days of the General Partner receiving notice of the Reduction Shortfall from the Limited Partner and/or the Special Limited Partner. Such payment by the General Partner shall be considered a in proportion to its Capital ContributionContribution and anticipated annual Tax Credit. (c) In the event that, for any reason, at any time after the first five calendar years following the year in which the Project Apartment Housing is placed in service, the amount of the Actual Tax Credit there is less than the Projected Annual Tax Credit, or the Revised Projected Annual Tax Credit, if applicable, (the "an Annual Credit Shortfall"), then, unless the Annual Credit Shortfall shall have previously been addressed under Section 7.4(a) or Section 7.4(b), then there shall be a reduction in the General Partner's share of Owner's Annual Return Net Operating Income in an amount equal to the Annual Credit Shortfall and said amount instead shall be paid to the Limited Partner. In the event there are not sufficient funds to pay the full Annual Credit Shortfall to the Limited Partner at the time of the next Distribution of Owner's Annual ReturnNet Operating Income, then the Limited Partner unpaid Annual Credit Shortfall shall be treated as having maderepaid in the next year in which sufficient monies are available from the General Partner's Net Operating Income. In the event a Sale or Refinancing of the Apartment Housing occurs prior to repayment in full of the Annual Credit Shortfall then the excess will be paid in accordance with Section 11.2(b). The provisions of this Section

Adjustment of Limited Partner's Capital Contribution. (a) If the anticipated amount of Projected Tax Credits to be allocated to the Limited Partner and Special Limited Partner as evidenced by IRS Form 8609, Schedule A thereto, and the audited construction cost certification provided to the Limited Partner is different than $534,165 704,750 (the "Revised Projected Tax Credits") then the Limited Partner's and Special Limited Partner's Capital Contribution provided for in Sections 7.2 and 7.5 respectively shall be adjusted by the amount which will make the total Capital Contribution to be paid by the Limited Partner and Special Limited Partner to the Partnership equal to 60% of the Revised Projected Tax Credits so anticipated to be allocated to the Limited Partner and Special Limited Partner. (b) The General Partner is required to use its best efforts to rent 100% of the Project's apartment units to Qualified Tenants throughout the Compliance Period. If at any time during the first five calendar years following the year in which the Project is placed in service, the Actual Tax Credit for any fiscal year or portion thereof is or will be less than the Projected Annual Tax Credit, or the Revised Projected Tax Credit calculated on an annual basis ("Revised Projected Annual Tax Credit"), if applicable, then, unless the shortfall shall have previously been addressed under Section 7.4(a), then the amount of the reduction shall be applied to the next Capital Contribution owed by the Limited Partner or the Special Limited Partner, if any, and any portion of such reduction in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner or the Special Limited Partner, if any. If, at the time of determination thereof, the Capital Contribution reduction referenced in Section 7.4(a) and/or this Section 7.4(b) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payments which is then due, if any ("Reduction Shortfall"), then the amount of the Reduction Shortfall shall be paid by the General Partner to the Limited Partner or the Special Limited Partner within ninety days of the General Partner receiving notice of the Reduction Shortfall from the Limited Partner and/or the Special Limited Partner. Such payment by the General Partner shall be considered a Capital Contribution. (c) In the event that, for any reason, at any time after the first five calendar years following the year in which the Project is placed in service, the amount of the Actual Tax Credit is less than the Projected Annual Tax Credit, or the Revised Projected Annual Tax Credit, if applicable, (the "Annual Credit Shortfall"), then, unless the Annual Credit Shortfall shall have previously been addressed under Section 7.4(a) or Section 7.4(b), there shall be a reduction in the General Partner's share of Owner's Annual Return in an amount equal to the Annual Credit Shortfall and said amount instead shall be paid to the Limited Partner. In the event there are not sufficient funds to pay the full Annual Credit Shortfall to the Limited Partner at the time of the next Distribution of Owner's Annual Return, then the Limited Partner shall be treated as having mademade a constructive advance to the Partnership in an amount equal to the Annual Credit Shortfall (a "Credit Shortfall Loan"), which shall be deemed to have been made on January 1 of the year in which the Annual Credit Shortfall arises which shall bear no interest. Credit Shortfall Loans or any portion thereof shall be repaid in the next year in which sufficient monies are available from the General Partner's Owner's Annual Return. In the event a Sale or Refinancing of the Project occurs prior to repayment in full of the Credit Shortfall Loan then the excess will be paid in accordance with Section 11.2(b). (d) In the event there is a reduction in the qualified basis of the Project for income tax purposes following an audit by the Internal Revenue Service (IRS) resulting in a recapture of Tax Credits previously claimed, then, in addition to any other payments to which the Limited Partner and Special Limited Partner is entitled under the terms of this Section 7.4 the General Partner shall pay to the Limited Partner and the Special Limited Partner the sum of (1) the deficiency assessed by the IRS against the Limited Partner or Special Limited Partner as a result of the Tax Credit recapture, (2) any interest and penalties imposed by the IRS on the Limited Partner or Special Limited Partner with respect to such deficiency, and (3) an amount sufficient to pay any tax liability owed by the Limited Partner or Special Limited Partner resulting from the receipt of the amounts specified in (1) and (2). Such payment by the General Partner shall be considered a Capital Contribution. Notwithstanding, the General Partner shall not be liable for such payment if the recapture is the result of statutory changes to Section 42, or a change in the pronouncements or interpretations of the IRS or actions of the Limited Partner or Special Limited Partner.

Adjustment of Limited Partner's Capital Contribution. (a) The amount of the Limited Partner's and Special Limited Partner's Capital Contribution was determined in part upon the amount of Tax Credits that were expected to be available to the Partnership, and was based on the assumption that the Partnership would be eligible to claim, in the aggregate, the Projected Tax Credits. If the anticipated amount of Projected Tax Credits to be allocated to the Limited Partner and Special Limited Partner as evidenced by IRS Form 8609, Schedule A thereto, and the audited construction cost certification provided to the Limited Partner is different and Special Limited Partner are less than $534,165 844,726 (the new Tax Credit amount, if applicable, shall be referred to as the "Revised Projected Tax Credits") then the Limited Partner's and Special Limited Partner's Capital Contribution provided for in Sections Section 7.2 and Section 7.5 respectively shall be adjusted by the amount which will make the total Capital Contribution to be paid by the Limited Partner and Special Limited Partner to the Partnership equal to 6073% of the Revised Projected Tax Credits so anticipated to be allocated to the Limited Partner and Special Limited Partner. If the Capital Contribution adjustment referenced in this Section 7.4(a) is a reduction which is greater than the remaining Capital Contribution to be paid by the Limited Partner and the Special Limited Partner then the General Partner shall have ninety days from the date the General Partner receives notice from either the Limited Partner or the Special Limited Partner to pay the shortfall. If the Capital Contribution adjustment referenced in this Section 7.4(a) is an increase then the Limited Partner and Special Limited Partner shall have ninety days from the date the Limited Partner and Special Limited Partner have received notice from the General Partner to pay the increase. (b) The General Partner is required to use its best efforts to rent 100% of the ProjectApartment Housing's apartment units to Qualified Tenants tenants who meet the Minimum Set-Aside Test throughout the Compliance Period. If at any time the end of each calendar year during the first five calendar years following the year in which the Project Apartment Housing is placed in service, the Actual Tax Credit for any fiscal year or portion thereof is or will be less than the Projected Annual Tax Credit, or the Revised Projected Annual Tax Credit calculated on an annual basis as modified by Section 7.4(a) of this Agreement if applicable (collectively the "Revised Projected Annual Tax Credit"), if applicable, then, unless ) (the shortfall shall have previously been addressed under Section 7.4(a"Annual Credit Shortfall"), then the amount of the reduction shall be applied to the next Capital Contribution owed by the Limited Partner or shall be reduced by the Special Limited Partner, if anyAnnual Credit Shortfall amount, and any portion of such reduction Annual Credit Shortfall in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner or Partner. If the Special Annual Credit Shortfall is greater than the Limited Partner, if any's remaining Capital Contributions then the General Partner shall pay to the Limited Partner the excess of the Annual Credit Shortfall over the remaining Capital Contributions. If, at The General Partner shall have ninety days to pay the time Annual Credit Shortfall from the date the General Partner receives notice from the Limited Partner. The provisions of determination thereof, the Capital Contribution reduction referenced in Section 7.4(a) and/or this Section 7.4(b) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payments which is then due, if any ("Reduction Shortfall"), then the amount of the Reduction Shortfall shall be paid by the General Partner apply equally to the Limited Partner or the Special Limited Partner within ninety days of the General Partner receiving notice of the Reduction Shortfall from the Limited Partner and/or the Special Limited Partner. Such payment by the General Partner shall be considered a in proportion to its Capital ContributionContribution and anticipated annual Tax Credit. (c) In the event that, for any reason, at any time after the first five calendar years following the year in which the Project Apartment Housing is placed in service, the amount of the Actual Tax Credit there is less than the Projected Annual Tax Credit, or the Revised Projected Annual Tax Credit, if applicable, (the "an Annual Credit Shortfall"), then, unless the Annual Credit Shortfall shall have previously been addressed under Section 7.4(a) or Section 7.4(b), then there shall be a reduction in the General Partner's share of Owner's Annual Return Net Operating Income in an amount equal to the Annual Credit Shortfall and said amount instead shall be paid to the Limited Partner. In the event there are not sufficient funds to pay the full Annual Credit Shortfall to the Limited Partner at the time of the next Distribution of Owner's Annual ReturnNet Operating Income, then the unpaid Annual Credit Shortfall shall be repaid in the next year in which sufficient monies are available from the General Partner's Net Operating Income. In the event a Sale or Refinancing of the Apartment Housing occurs prior to repayment in full of the Annual Credit Shortfall then the excess will be paid in accordance with Section 11.2(b). The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit. (d) The General Partner has represented, in part, that the Limited Partner will receive Projected Annual Tax Credits of $31,674 in 2004 and $84,464 in 2005. In the event the 2004 and 2005 Actual Tax Credits are less than projected then the Limited Partner's Capital Contribution shall be treated reduced by an amount equal to 73% times the difference between the Projected Annual Tax Credits for 2004 and 2005 and the Actual Tax Credits for 2004 and 2005. If the 2004 and 2005 Actual Tax Credits are less than projected then the Special Limited Partner's Capital Contribution shall be reduced following the same equation referenced in the preceding sentence. If, at the time of determination thereof, the Capital Contribution adjustment referenced in this Section 7.4(d) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payment which is then due, if any, then the excess amount shall be paid by the General Partner to the Limited Partner and/or the Special Limited Partner within ninety days of the General Partner receiving notice of the reduction from the Limited Partners and/or the Special Limited Partner. (e) The Partners recognize and acknowledge that the Limited Partner and the Special Limited Partner are making their Capital Contribution, in part, on the expectation that the Projected Tax Credits are allocated to the Partners over the Tax Credit Period. If the Projected Tax Credits are not allocated to the Partners during the Tax Credit Period then the Limited Partner's and Special Limited Partner's Capital Contribution shall be reduced by an amount agreed upon by the Partners, in good faith, to provide the Limited Partner and the Special Limited Partner with their anticipated internal rate of return. (f) In the event there is: (1) a filing of a tax return by the Partnership evidencing a reduction in the qualified basis of the Apartment Housing causing a recapture of Tax Credits previously allocated to the Limited Partner; (2) a reduction in the qualified basis of the Apartment Housing for income tax purposes following an audit by the Internal Revenue Service (IRS) resulting in a recapture of Tax Credits previously claimed; (3) a decision by the United States Tax Court upholding the assessment of such deficiency against the Partnership with respect to any Tax Credit previously claimed in connection with the Apartment Housing, unless the Partnership shall timely appeal such decision and the collection of such assessment shall be stayed pending the disposition of such appeal; or (4) a decision of a court affirming such decision upon such appeal then, in addition to any other payments to which the Limited Partner and Special Limited Partner are entitled under the terms of this Section 7.4, the General Partner shall pay to the Limited Partner and the Special Limited Partner the sum of (A) the income tax deficiency assessed against the Limited Partner or Special Limited Partner as a result of the Tax Credit recapture, (B) any interest and penalties imposed on the Limited Partner or Special Limited Partner with respect to such deficiency, and (C) an amount sufficient to pay any tax liability owed by the Limited Partner or Special Limited Partner resulting from the receipt of the amounts specified in (A) and (B). (g) The increase in the Capital Contribution of the Limited Partner and the Special Limited Partner pursuant to Section 7.4(a) shall be subject to the Limited Partner and Special Limited Partner having madefunds available to pay any such increase at the time of its notification of such increase. For these purposes, any funds theretofore previously earmarked by the Limited Partner or Special Limited Partner to make other investments, or to be held as required reserves, shall not be considered available for payment hereunder.

Adjustment of Limited Partner's Capital Contribution. (a) The amount of the Limited Partner's and Special Limited Partner's Capital Contribution was determined in part upon the amount of Tax Credits that were expected to be available to the Partnership, and was based on the assumption that the Partnership would be eligible to claim, in the aggregate, the Projected Tax Credits. If the anticipated amount of Projected Tax Credits to be allocated to the Limited Partner and Special Limited Partner as evidenced by IRS Form 8609, Schedule A thereto, and the audited construction cost certification provided to the Limited Partner is different and Special Limited Partner are less than $534,165 941,106 (the new Tax Credit amount, if applicable, shall be referred to as the "Revised Projected Tax Credits") then the Limited Partner's and Special Limited Partner's Capital Contribution provided for in Sections Section 7.2 and Section 7.5 respectively shall be adjusted by the amount which will make the total Capital Contribution to be paid by the Limited Partner and Special Limited Partner to the Partnership equal to 6073% of the Revised Projected Tax Credits so anticipated to be allocated to the Limited Partner and Special Limited Partner. If the Capital Contribution adjustment referenced in this Section 7.4(a) is a reduction which is greater than the remaining Capital Contribution to be paid by the Limited Partner and the Special Limited Partner then the General Partner shall have ninety days from the date the General Partner receives notice from either the Limited Partner or the Special Limited Partner to pay the shortfall. If the Capital Contribution adjustment referenced in this Section 7.4(a) is an increase then the Limited Partner and Special Limited Partner shall have ninety days from the date the Limited Partner and Special Limited Partner have received notice from the General Partner to pay the increase. (b) The General Partner is required to use its best efforts to rent 100% of the ProjectApartment Housing's apartment units to Qualified Tenants tenants who meet the Minimum Set-Aside Test throughout the Compliance Period. If at any time the end of each calendar year during the first five calendar years following the year in which the Project Apartment Housing is placed in service, the Actual Tax Credit for any fiscal year or portion thereof is or will be less than the Projected Annual Tax Credit, or the Revised Projected Annual Tax Credit calculated on an annual basis as modified by Section 7.4(a) of this Agreement if applicable (collectively the "Revised Projected Annual Tax Credit"), if applicable, then, unless ) (the shortfall shall have previously been addressed under Section 7.4(a"Annual Credit Shortfall"), then the amount of the reduction shall be applied to the next Capital Contribution owed by the Limited Partner or shall be reduced by the Special Limited Partner, if anyAnnual Credit Shortfall amount, and any portion of such reduction Annual Credit Shortfall in excess of such Capital Contribution shall be applied to reduce succeeding Capital Contributions of the Limited Partner or Partner. If the Special Annual Credit Shortfall is greater than the Limited Partner, if any's remaining Capital Contributions then the General Partner shall pay to the Limited Partner the excess of the Annual Credit Shortfall over the remaining Capital Contributions. If, at The General Partner shall have ninety days to pay the time Annual Credit Shortfall from the date the General Partner receives notice from the Limited Partner. The provisions of determination thereof, the Capital Contribution reduction referenced in Section 7.4(a) and/or this Section 7.4(b) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payments which is then due, if any ("Reduction Shortfall"), then the amount of the Reduction Shortfall shall be paid by the General Partner apply equally to the Limited Partner or the Special Limited Partner within ninety days of the General Partner receiving notice of the Reduction Shortfall from the Limited Partner and/or the Special Limited Partner. Such payment by the General Partner shall be considered a in proportion to its Capital ContributionContribution and anticipated annual Tax Credit. (c) In the event that, for any reason, at any time after the first five calendar years following the year in which the Project Apartment Housing is placed in service, the amount of the Actual Tax Credit there is less than the Projected Annual Tax Credit, or the Revised Projected Annual Tax Credit, if applicable, (the "an Annual Credit Shortfall"), then, unless the Annual Credit Shortfall shall have previously been addressed under Section 7.4(a) or Section 7.4(b), then there shall be a reduction in the General Partner's share of Owner's Annual Return Net Operating Income in an amount equal to the Annual Credit Shortfall and said amount instead shall be paid to the Limited Partner. In the event there are not sufficient funds to pay the full Annual Credit Shortfall to the Limited Partner at the time of the next Distribution of Owner's Annual ReturnNet Operating Income, then the unpaid Annual Credit Shortfall shall be repaid in the next year in which sufficient monies are available from the General Partner's Net Operating Income. In the event a Sale or Refinancing of the Apartment Housing occurs prior to repayment in full of the Annual Credit Shortfall then the excess will be paid in accordance with Section 11.2(b). The provisions of this Section 7.4(b) shall apply equally to the Special Limited Partner in proportion to its Capital Contribution and anticipated annual Tax Credit. (d) The General Partner has represented, in part, that the Limited Partner will receive Projected Annual Tax Credits of $35,288 in 2004 and $94,101 in 2005. In the event the 2004 and 2005 Actual Tax Credits are less than projected then the Limited Partner's Capital Contribution shall be treated reduced by an amount equal to 73% times the difference between the Projected Annual Tax Credits for 2004 and 2005 and the Actual Tax Credits for 2004 and 2005. If the 2004 and 2005 Actual Tax Credits are less than projected then the Special Limited Partner's Capital Contribution shall be reduced following the same equation referenced in the preceding sentence. If, at the time of determination thereof, the Capital Contribution adjustment referenced in this Section 7.4(d) is greater than the balance of the Limited Partner's or Special Limited Partner's Capital Contribution payment which is then due, if any, then the excess amount shall be paid by the General Partner to the Limited Partner and/or the Special Limited Partner within ninety days of the General Partner receiving notice of the reduction from the Limited Partners and/or the Special Limited Partner. (e) The Partners recognize and acknowledge that the Limited Partner and the Special Limited Partner are making their Capital Contribution, in part, on the expectation that the Projected Tax Credits are allocated to the Partners over the Tax Credit Period. If the Projected Tax Credits are not allocated to the Partners during the Tax Credit Period then the Limited Partner's and Special Limited Partner's Capital Contribution shall be reduced by an amount agreed upon by the Partners, in good faith, to provide the Limited Partner and the Special Limited Partner with their anticipated internal rate of return. (f) In the event there is: (1) a filing of a tax return by the Partnership evidencing a reduction in the qualified basis of the Apartment Housing causing a recapture of Tax Credits previously allocated to the Limited Partner; (2) a reduction in the qualified basis of the Apartment Housing for income tax purposes following an audit by the Internal Revenue Service (IRS) resulting in a recapture of Tax Credits previously claimed; (3) a decision by the United States Tax Court upholding the assessment of such deficiency against the Partnership with respect to any Tax Credit previously claimed in connection with the Apartment Housing, unless the Partnership shall timely appeal such decision and the collection of such assessment shall be stayed pending the disposition of such appeal; or (4) a decision of a court affirming such decision upon such appeal then, in addition to any other payments to which the Limited Partner and Special Limited Partner are entitled under the terms of this Section 7.4, the General Partner shall pay to the Limited Partner and the Special Limited Partner the sum of (A) the income tax deficiency assessed against the Limited Partner or Special Limited Partner as a result of the Tax Credit recapture, (B) any interest and penalties imposed on the Limited Partner or Special Limited Partner with respect to such deficiency, and (C) an amount sufficient to pay any tax liability owed by the Limited Partner or Special Limited Partner resulting from the receipt of the amounts specified in (A) and (B). (g) The increase in the Capital Contribution of the Limited Partner and the Special Limited Partner pursuant to Section 7.4(a) shall be subject to the Limited Partner and Special Limited Partner having madefunds available to pay any such increase at the time of its notification of such increase. For these purposes, any funds theretofore previously earmarked by the Limited Partner or Special Limited Partner to make other investments, or to be held as required reserves, shall not be considered available for payment hereunder.