Common use of Capital Contribution of Limited Partner Clause in Contracts

Capital Contribution of Limited Partner. The Limited Partner shall make a Capital Contribution in the amount of $1,754,167, as may be adjusted in accordance with Section 7.4 of this Agreement, in cash on the dates and subject to the conditions hereinafter set forth. (a) $456,083 (which includes the Special Limited Partner's Capital Contribution of $175) shall be payable upon the Limited Partner's receipt and approval of the following documents: (1) a legal opinion in a form substantially similar to the form of opinion attached hereto as Exhibit "B" and incorporated herein by this reference; (2) a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" and incorporated herein by this reference; (3) a copy of the Title Policy; (4) a copy of the ALTA Survey; (5) Insurance required during construction; (6) a copy of the recorded grant deed (warranty deed); (7) an executed commitment from the Mortgage lender to provide the Mortgage; (8) the Development, Construction and Operating Budget Agreement; (9) the Construction Completion, Operating Deficit and Tax Credit Guarantee Agreement; (10) the Development Fee Agreement and Guaranty Agreement; (11) the construction draw disbursement procedure; (12) all documents and workpapers supporting the 10% carryover determination; and (13) payment of $15,000 to the Limited Partner for costs and expenses incurred by the Limited Partner in connection with the Limited Partner's underwriting of the Apartment Housing and Improvements. Notwithstanding the foregoing, the first Capital Contribution payment will be paid in installments based upon approved draw requests. (b) $508,708 shall be payable upon the Limited Partner's receipt and approval of the following documents: (1) the Construction Inspector's certification of fifty percent completion of the total construction; (2) any documents previously not provided to the Limited Partner but required pursuant to this Section 7.2 and Sections 14.3(a); (3) a date-down to the Title Policy dated no more than fifteen days prior to this Capital Contribution payment evidencing no construction or development related liens; and (4) a determination by the Special Limited Partner that construction financing is In-Balance. Notwithstanding the foregoing, the determination by Special Limited Partner that the construction financing is in-balance will be made no later than 30 days after all of the requirements have been satisfied under Section 7.2(b). (c) $508,708 shall be payable upon the Limited Partner's receipt and approval of the following documents: (1) a certificate of occupancy (or equivalent evidence of local occupancy approval if a permanent certificate is not available) on all the apartment units in the Apartment Housing; (2) a completion certification in a form substantially similar to the form attached hereto as Exhibit "D" and incorporated herein by this reference, indicating that the Improvements have been completed in accordance with the Project Documents; (3) a letter from the Contractor in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference stating that all amounts payable to the Contractor have been paid in full and that the Partnership is not in violation of the Construction Contract; (4) Insurance required during operations; and (5) any documents previously not provided to the Limited Partner but required pursuant to this Section 7.2 and Sections 14.3(a); (6) a date-down to the Title Policy dated no more than fifteen days prior to this Capital Contribution payment evidencing no construction or development related liens; and (7) a determination by the Special Limited Partner that construction financing is In-Balance. Notwithstanding the foregoing, the determination by Special Limited Partner that the construction financing is in-balance will be made no later than 30 days after all of the requirements have been satisfied under Section 7.2(c). (d) $105,250 shall be payable upon the Limited Partner's receipt and approval of the following documents: (1) Mortgage Loan documents signed and the Mortgage funded; (2) an updated Title Policy dated no more than 10 days prior to the scheduled Capital Contribution confirming that there are no liens, claims or rights to a lien or judgments filed against the property or the Apartment Housing during the time period since the issuance of the Title Policy referenced above in Section 7.2(a); (3) the current rent roll evidencing a minimum 90% occupancy by Qualified Tenants for 90 consecutive days immediately prior to funding; (4) copies of all initial tenant files including executed lease agreements, completed applications, completed questionnaires or checklist of income and assets, documentation of third party verification of income and assets, income certification forms (LIHTC specific), and any other form or document collected by the Management Agent, or General Partner, verifying each tenant's eligibility pursuant to the Minimum Set-Aside Test and other applicable guidelines under Section 42 of the Code. For purposes of this sub-section only, the Limited Partner only requires receipt of all the documents, approval is withheld for a subsequent Capital Contribution payment;

Capital Contribution of Limited Partner. The Limited Partner shall make a Capital Contribution in the amount of $1,754,1672,978,352, as may be adjusted in accordance with Section 7.4 of this Agreement. The Capital Contribution will be paid into an escrow account at First American Title Company in accordance with the Escrow Agreement dated November 15, in cash on 2000 ("Escrow Agreement"). The Limited Partner shall approve the dates and subject to release of the conditions hereinafter set forth.funds from the escrow account as follows: (a) $456,083 2,680,547, to be available to be disbursed as required on a monthly basis in accordance with Sections 7.2(d),(e) and (which includes the Special Limited Partner's Capital Contribution f) of $175) shall be payable upon this Agreement provided the Limited Partner's receipt Partner has received and approval of approved the following documentsfollowing: (1) a legal opinion in a form substantially similar to the form of opinion attached hereto as Exhibit "B" and incorporated herein by this reference; (2) a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" and incorporated herein by this reference; (3) a copy of a title commitment, (in a form and substance satisfactory to the Special Limited Partner) constituting an agreement by such title company to issue the Title PolicyPolicy within fifteen working days. The title commitment will show the Apartment Housing to be free from liens except the Construction Loan and free from other exceptions not previously approved by the Special Limited Partner; (4) a copy of verification that the ALTA Survey; (5) Partnership has obtained Insurance required during construction; (65) a copy of the recorded grant deed (warranty deed); (76) an executed commitment from execution of the Mortgage lender to provide the Mortgage; (8) the Development, Construction and Operating Budget Agreement; (9) the Construction Completion, Operating Deficit and Tax Credit Guarantee Agreement; (10) the Development Fee Agreement and Guaranty Agreement; (117) the construction draw disbursement procedure; (12documents required pursuant to Section 14.3(a) all documents and workpapers supporting the 10% carryover determination; and (13) payment of $15,000 to the Limited Partner for costs and expenses incurred by the Limited Partner in connection with the Limited Partner's underwriting of the Apartment Housing and Improvements. Notwithstanding the foregoingthis Agreement, the first Capital Contribution payment will be paid in installments based upon approved draw requests. (b) $508,708 shall be payable upon the Limited Partner's receipt and approval of the following documents: (1) the Construction Inspector's certification of fifty percent completion of the total construction; (2) any documents if not previously not provided to the Limited Partner but required pursuant to this Section 7.2 and Sections 14.3(a); (3) a date-down to the Title Policy dated no more than fifteen days prior to this Capital Contribution payment evidencing no construction or development related liens; and (4) a determination by the Special Limited Partner that construction financing is In-Balance. Notwithstanding the foregoing, the determination by Special Limited Partner that the construction financing is in-balance will be made no later than 30 days after all of the requirements have been satisfied under Section 7.2(b).; and (c) $508,708 shall be payable upon 8) approval of the Limited Partner's receipt and approval of acquisition committee. (b) $74,451 upon delivery to the following documentsLimited Partner: (1) a certificate of occupancy (or equivalent evidence of local occupancy approval if a permanent certificate is not available) on all the apartment units in the Apartment HousingProject; (2) if not previously provided, a completion copy of the items provided in Section 11.3(a); (3) a certification signed by the architect in a form substantially similar to the form attached hereto as Exhibit "DE" and incorporated herein by this reference, indicating that the Improvements have been completed in accordance with the Project Documents; (34) a letter from the Contractor in a form substantially similar to the form attached hereto as Exhibit "FG" and incorporated herein by this reference reference, stating that all amounts payable to the Contractor have been paid in full and that the Partnership is not in violation of the Construction Contract; (45) verification that the Partnership has obtained Insurance required during operations; and (56) any documents previously not provided a fully executed General Partner Certification in the form attached hereto as Exhibit "D" and incorporated herein by this reference. (c) $223,354 (as adjusted pursuant to Section 7.4(a) of this Agreement) upon delivery to the Limited Partner but required pursuant to this Section 7.2 and Sections 14.3(a); (6) a date-down to the Title Policy dated no more than fifteen days prior to this Capital Contribution payment evidencing no construction or development related liens; and (7) a determination by the Special Limited Partner that construction financing is In-Balance. Notwithstanding the foregoing, the determination by Special Limited Partner that the construction financing is in-balance will be made no later than 30 days after all of the requirements have been satisfied under Section 7.2(c). (d) $105,250 shall be payable upon the Limited Partner's receipt and approval of the following documents: (1) Mortgage Loan documents signed and a copy of the Mortgage fundedcurrent rent roll; (2) an updated Title Policy dated no more than 10 days prior to the scheduled Capital Contribution confirming that there are no liens, claims or rights to a lien or judgments filed against the property or the Apartment Housing during the time period since the issuance of the Title Policy referenced above in Section 7.2(a); (3) the current rent roll evidencing a minimum 90% occupancy by Qualified Tenants for 90 consecutive days immediately prior to funding; (4) copies of all initial tenant files including executed lease agreements, completed applications, completed questionnaires or checklist of income and assets, documentation of third party verification of income and assets, and income certification forms (LIHTC specific), and any other form or document ) collected by the Management Agent, or General Partner, verifying each tenant's eligibility as a Qualified Tenant; (3) copies of the executed lease agreement with the tenants; (4) a fully executed General Partner Certification; (5) copies of all Mortgage documents and Title Insurance in an amount equal to the Mortgage and the Limited Partner's Capital Contribution; (6) a copy of the declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency; (7) an audited construction cost certification (which includes an itemized cost breakdown); (8) the Accountant's final tax credit certification in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference; (9) Internal Revenue Code Form 8609, or any successor form; and (10) any documents previous not provided to the Limited Partner but required pursuant to Sections 14.3(a), (b) and (c) in this Agreement. (d) On the Minimum Set-Aside Test 20th day of each month the Managing General Partner shall submit to the Limited Partner a written itemized statement, signed by the Managing General Partner and other applicable guidelines under Section 42 the general contractor ("Application for Payment") setting forth: (1) a description of the Code. For purposes work performed, material supplied and/or costs incurred or due for which disbursement is requested with respect to any line item ("Item") shown in the Construction and Operating Budget Agreement; and (2) the total amount incurred, expended and /or due for each requested Item less prior disbursements. (3) Each Application for Payment by the Managing General Partner shall constitute a representation and warranty by the Managing General Partner that the Managing General Partner is in compliance (e) On the 20th day of this sub-section onlyeach month, except if such date falls on a weekend, the Limited Partner's architect/engineer will visit the job site, review the construction progress and approve the Application for Payment and make a recommendation on the disbursement request. ("Limited Partner only requires receipt Review"). The Limited Partner Review shall be completed and authorized by the 23rd day of all each month, barring unforeseen events and/or weekends. (f) Provided the documentsLimited Partner Review recommends payment of the Application for Payment, approval is withheld then the Limited Partner will notify the Escrow Agent that funds can be disbursed to the general contractor on behalf of the Managing General Partner. Escrow Agent shall disburse up to 90% of the maximum amount allocated for a subsequent Capital Contribution payment;such Item in the Application for Payment less prior disbursements. The remaining 10% ("Retention") shall be held for the benefit or account of the Managing General Partner upon completion of the Improvements in accordance with the Plans and Specifications, governmental requirements and or evidence satisfactory to lender of lien free completion.

Capital Contribution of Limited Partner. The Limited Partner and the Special Limited Partner shall make a Capital Contribution in the amount of $1,754,1672,023,205, as may be adjusted in accordance with Section 7.4 of this Agreement, in cash on the dates and subject to the conditions hereinafter set forth, provided, however, that if the fulfillment of the conditions set forth in Section 7.2(a) and Section 7.2(b) do not occur by December 31, 2007, then neither the Limited Partner nor the Special Limited Partner shall make any additional Capital Contribution payments, and the General Partner shall repurchase the Limited Partner's and Special Limited Partner's Interests in the Partnership pursuant to Section 7.3(a). (a) $456,083 37,202 (which includes the Special Limited Partner's Capital Contribution of $175202) shall be payable upon the Limited Partner's receipt and approval of the following documents: (1) a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" and incorporated herein by this reference; (2) a copy of the recorded grant deed (warranty deed); (3) an executed Development, Construction and Operating Budget Agreement; (4) an executed Construction Completion, Operating Deficit and Tax Credit Guarantee Agreement; and (5) an executed Development Fee Agreement and Development Fee Guaranty Agreement. (b) $1,783,703 shall be payable upon the Limited Partner's receipt and approval of the following documents: (1) a legal opinion in a form substantially similar to the form of opinion attached hereto as Exhibit "B" and incorporated herein by this reference; (2) a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" and incorporated herein by this referenceInsurance required during construction; (3) the Architect's of record certification of 10% completion of the total construction; (4) a copy of the Title Policy; (4) a copy of the ALTA Survey; (5) Insurance required during construction;an as-built survey adhering to the requirements referenced in Exhibit "I" attached hereto and incorporated herein and a surveyor's certification as referenced in Exhibit "I" (6) a copy of any documents previously not provided to the recorded grant deed (warranty deedLimited Partner but required pursuant to this Section 7.2(a) and Section 14.3(a) and Section 14.3(b); (7) an executed commitment from a date down or continuation to the Mortgage lender Title Policy dated no more than fifteen days prior to provide the Mortgagethis Capital Contribution payment evidencing no unbonded construction or development related liens; (8) a determination by the Development, Construction Special Limited Partner that the construction and Operating Budget Agreement;financing are In-Balance; and (9) an audited cost certification together with the Construction Completion, Operating Deficit and Tax Credit Guarantee Agreement; (10) Accountant's work papers verifying that the Development Fee Agreement and Guaranty Agreement; (11) Partnership has expended the construction draw disbursement procedure; (12) all documents and workpapers supporting the requisite 10% of reasonably expected cost basis to meet the carryover determination; and (13) payment test provisions of $15,000 to Code Section 42 and a carryover agreement in the Limited Partner for costs and expenses incurred by the Limited Partner in connection with the Limited Partner's underwriting amount of the Apartment Housing and Improvements. Notwithstanding the foregoing, the first Capital Contribution payment will be paid in installments based upon approved draw requestsProjected Credits. (bc) $508,708 177,300 shall be payable upon the Limited Partner's receipt and approval of the following documents: (1) the Construction Inspector's certification of fifty percent completion of the total construction; (2) any documents previously not provided to the Limited Partner but required pursuant to this Section 7.2 a recorded deed and Sections 14.3(a); (3) a date-down to the Title Policy dated no more than fifteen days prior to this Capital Contribution payment evidencing no construction or development related liens; and; (4) a determination by the Special Limited Partner that construction financing is In-Balance. Notwithstanding the foregoing, the determination by Special Limited Partner that the construction financing is in-balance will be made no later than 30 days after all of the requirements have been satisfied under Section 7.2(b). (c) $508,708 shall be payable upon the Limited Partner's receipt and approval of the following documents: (12) a certificate of occupancy (or equivalent evidence of local occupancy approval if a permanent certificate is not available) on all the apartment units in the Apartment HousingHousing confirming the apartment units are being placed in service for their intended purpose; (23) a completion certification in a form substantially similar to the form attached hereto as Exhibit "D" and incorporated herein by this reference, indicating that the Improvements have been completed in accordance with the Project Documents; (34) a letter from the Contractor in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference stating that all amounts payable to the Contractor have been paid in full and that the Partnership is not in violation of the Construction Contract; (4) Insurance required during operations; and (5) any documents previously not provided to a determination by the Special Limited Partner but required pursuant to this Section 7.2 that the construction and Sections 14.3(a)financing are In-Balance; (6) evidence that the Insurance required during operations is in place; (7) a date-down to the Title Policy dated no more than fifteen days prior to this Capital Contribution payment evidencing no construction or development related liens; and (7) a determination by the Special Limited Partner that construction financing is In-Balance. Notwithstanding the foregoing, the determination by Special Limited Partner that the construction financing is in-balance will be made no later than 30 days after all of the requirements have been satisfied under Section 7.2(c). (d) $105,250 shall be payable upon the Limited Partner's receipt and approval of the following documents: (1) Mortgage Loan documents signed and the Mortgage funded; (2) an updated Title Policy dated no more than 10 days prior to the scheduled Capital Contribution confirming that there are no liens, claims or rights to a lien or judgments filed against the property or the Apartment Housing during the time period since the issuance of the Title Policy referenced above in Section 7.2(a); (3) 8) the current rent roll evidencing a minimum 90% occupancy by Qualified Tenants for 90 consecutive days immediately prior to fundingfunding and 100% LIHTC qualified units; (49) copies of all initial tenant files including executed lease agreements, completed applications, completed questionnaires or checklist of income and assets, documentation of third party verification of income and assets, income certification forms (LIHTC specific), and any other form or document collected by the Management Agent, or General Partner, verifying each tenant's eligibility pursuant to the Minimum Set-Aside Test and other applicable guidelines under Section 42 of the Code. For purposes of this sub-section subsection only, the Limited Partner only requires receipt of all the documentstenant documents as described above, and approval of 10% of the initial tenant files. Approval of the balance of the tenant files is withheld for a subsequent Capital Contribution payment. The time required to collect, review and correct, if applicable, tenant files can be substantial. Therefore, to expedite the process the General Partner shall send tenant files to the Special Limited Partner as soon as the file is complete instead of waiting to send the files all at one time. (10) a construction closeout binder, which shall include, but not be limited to, as-built drawings, all operating manuals, and all manufacturing warranty agreements. In addition, the Contractor shall provide the Partnership a one-year warranty on all parts, materials and work-quality; (11) a copy of the recorded declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency; (12) an audited construction cost certification that includes an itemization of development, acquisition, and construction or rehabilitation costs of the Apartment Housing, and the eligible basis and applicable percentage of each building of the Apartment Housing; (13) the Accountant's final Tax Credit certification in a form substantially similar to the form attached hereto as Exhibit "E" and incorporated herein by this reference; (14) Debt Service Coverage of 1.10 for 90 consecutive days immediately prior to funding; (15) the first year tax return in which Tax Credits are taken by the Partnership, unless the Tax Credits are deferred until the following year and such deferral has been approved by the Special Limited Partner; (16) the audited Partnership financial statements required by Section 14.2 for the year the Apartment Housing is placed-in-service; (17) an executed IRS form 8609; and (18) any documents previously not provided to the Limited Partner but required pursuant to this Section 7.2 and Sections 14.3(a) and (b). (d) $25,000 shall be payable upon completion of the Special Limited Partner's review of the initial tenant files, corrected as provided below, and receipt of any documents previously not provided to the Limited Partner but required pursuant to this Section 7.2 or Sections 14.3(a) and (b). The initial tenant files will be reviewed at the Limited Partner's expense by an independent third-party. In the event that the independent third-party and the Special Limited Partner recommend corrections to an initial tenant file, the General Partner will cause the Management Agent to correct the tenant file and provide the corrected tenant file to the Limited Partner. The Limited Partner may withhold all or any portion of this Capital Contribution payment until it has received all the initial tenant files and the same have been reviewed and corrected.

Capital Contribution of Limited Partner. The Limited Partner shall make a Capital Contribution in the amount of $1,754,167578,875, as may be adjusted in accordance with Section 7.4 of this Agreement, in cash on the dates and subject to the conditions hereinafter set forth. (a) $456,083 (which includes the Special Limited Partner's Capital Contribution of $175) 173,663 shall be payable upon the Limited Partner's receipt and approval of the following documents: (1) a legal opinion in a form substantially similar to the form of opinion attached hereto as Exhibit "B" and incorporated herein by this reference; (2) a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" and incorporated herein by this reference; (3) a copy of the a Title Policy; (4) a copy of the ALTA Survey; (5) Insurance required during construction; (65) a copy of the recorded grant deed (warranty deed); (76) an fully executed commitment from the Mortgage lender to provide the Mortgage;Construction Loan documents; and (8) the Development, Construction and Operating Budget Agreement; (9) the Construction Completion, Operating Deficit and Tax Credit Guarantee Agreement; (10) the Development Fee Agreement and Guaranty Agreement; (117) the construction draw disbursement procedure; (12) all documents and workpapers supporting the 10% carryover determination; and (13) payment of $15,000 to the Limited Partner for costs and expenses incurred by the Limited Partner in connection with the Limited Partner's underwriting of the Apartment Housing and Improvements. Notwithstanding the foregoing, the first Capital Contribution payment will be paid in installments based upon approved draw requests. (b) $508,708 86,831 shall be payable upon the Limited Partner's receipt and approval of the following documents: (1) the Construction Inspector's certification of twenty-five percent completion of the total construction; (2) a determination by the Special Limited Partner that construction financing is In-Balance; and (3) any documents previously not provided to the Limited Partner but required pursuant to this Section 7.2 or Sections 14.3(a) and (b). (c) $115,775 shall be payable upon the Limited Partner's receipt and approval of the following documents: (1) the Construction Inspector's certification of fifty percent completion of the total construction; (2) a determination by the Special Limited Partner that construction financing is In-Balance; and (3) any documents previously not provided to the Limited Partner but required pursuant to this Section 7.2 and or Sections 14.3(a) and (b). (d) $57,888 shall be payable upon the Limited Partner's receipt and approval of the following documents: (1) the Construction Inspector's certification of seventy-five percent completion of the total construction; (3) a date-down to the Title Policy dated no more than fifteen days prior to this Capital Contribution payment evidencing no construction or development related liens; and (42) a determination by the Special Limited Partner that construction financing is In-Balance. Notwithstanding ; and (3) any documents previously not provided to the foregoing, the determination by Special Limited Partner that the construction financing is in-balance will be made no later than 30 days after all of the requirements have been satisfied under but required pursuant to this Section 7.2(b7.2 or Sections 14.3(a) and (b). (ce) $508,708 57,888 shall be payable upon the Limited Partner's receipt and approval of the following documents: (1) a certificate of occupancy (or equivalent evidence of local occupancy approval if a permanent certificate is not available) on all the apartment units in the Apartment Housing; (2) a completion certification in a form substantially similar to the form attached hereto as Exhibit "D" and incorporated herein by this reference, indicating that the Improvements have been completed in accordance with the Project Documents; (3) a letter from the Contractor in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference stating that all amounts payable to the Contractor have been paid in full and that the Partnership is not in violation of the Construction Contract; (4) Insurance insurance required during operations; and; (5) any documents previously not provided to the Limited Partner but required pursuant to this Section 7.2 and or Sections 14.3(a) and (b); (6) a date-down to the Title Policy dated no more than fifteen days prior to this Capital Contribution payment evidencing no construction or development related liens; and (76) a determination by the Special Limited Partner that construction financing is In-Balance. Notwithstanding the foregoing, the determination by Special Limited Partner that the construction financing is in-balance will be made no later than 30 days after all of the requirements have been satisfied under Section 7.2(c). (df) $105,250 57,888 shall be payable upon the Limited Partner's receipt and approval of the following documents: (1) Mortgage Loan documents signed and endorsement to the Mortgage funded; (2) an updated Title Policy dated no more than 10 ten days prior to the scheduled Capital Contribution providing an as-built survey and confirming that there are no liens, claims or rights to a lien or judgments filed against the property or the Apartment Housing during the time period since the issuance of the Title Policy referenced above in Section 7.2(a); (2) a copy of the declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency; (3) the current rent roll evidencing a minimum 90% occupancy by Qualified Tenants for 90 consecutive days immediately prior an audited construction cost certification (which includes an itemized cost breakdown and sufficient information to fundingdetermine compliance with applicable Internal Revenue Service and Treasury Department guidance); (4) copies of all initial tenant files including executed lease agreements, completed applications, completed questionnaires or checklist of income and assets, documentation of third party verification of income and assets, income the Accountant's final Tax Credit certification forms (LIHTC specific), and any other in a form or document collected by the Management Agent, or General Partner, verifying each tenant's eligibility pursuant substantially similar to the Minimum Set-Aside Test form attached hereto as Exhibit "E" and other applicable guidelines under Section 42 of the Code. For purposes of incorporated herein by this sub-section only, the Limited Partner only requires receipt of all the documents, approval is withheld for a subsequent Capital Contribution paymentreference;

Capital Contribution of Limited Partner. The Limited Partner and the Special Limited Partner shall make a Capital Contribution in the amount of $1,754,1671,974,199, as may be adjusted in accordance with Section 7.4 of this Agreement, in cash on the dates and subject to the conditions hereinafter set forth, provided, however, that if the fulfillment of the conditions set forth in Section 7.2(a) and Section 7.2(b) do not occur by December 31, 2007, then neither the Limited Partner nor the Special Limited Partner shall make any additional Capital Contribution payments, and the General Partner shall repurchase the Limited Partner's and Special Limited Partner's Interests in the Partnership pursuant to Section 7.3(a). (a) $456,083 1,184,598 (which includes the Special Limited Partner's Capital Contribution of $175197 and repayment of a predevelopment loan with an outstanding balance of $350,000) shall be payable upon the Limited Partner's receipt and approval of the following documents: (1) a legal opinion in a form substantially similar to the form of opinion attached hereto as Exhibit "B" and incorporated herein by this reference; (2) a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" and incorporated herein by this reference; (3) a copy of the Title Policy; (4) a copy of the ALTA Survey; (5) Insurance required during construction; (64) a copy of the recorded grant deed (warranty deed); (75) an executed commitment from the Mortgage lender to provide the Mortgage; (8) the Development, Construction and Operating Budget Agreement; (96) the an executed Construction Completion, Operating Deficit and Tax Credit Guarantee Agreement;; and (107) the an executed Development Fee Agreement and Development Fee Guaranty Agreement; (11) the construction draw disbursement procedure; (12) all documents and workpapers supporting the 10% carryover determination; and (13) payment of $15,000 to the Limited Partner for costs and expenses incurred by the Limited Partner in connection with the Limited Partner's underwriting of the Apartment Housing and Improvements. Notwithstanding the foregoing, the first Capital Contribution payment will be paid in installments based upon approved draw requests. (b) $508,708 592,201 shall be payable upon the Limited Partner's receipt and approval of the following documents: (1) the Construction InspectorArchitect's of record certification of fifty percent 10% completion of the total construction; (2) a copy of the Title Policy; (3) any documents previously not provided to the Limited Partner but required pursuant to this Section 7.2 7.2(a) and Sections Section 14.3(a) and Section 14.3(b); (34) a date down or continuation to the Title Policy dated no more than fifteen days prior to this Capital Contribution payment evidencing no unbonded construction or development related liens; (5) a determination by the Special Limited Partner that the construction and financing are In-Balance; and (6) an audited cost certification together with the Accountant's work papers verifying that the Partnership has expended the requisite 10% of reasonably expected cost basis to meet the carryover test provisions of Code Section 42 and a carryover agreement in the amount of the Projected Credits. (c) $172,400 shall be payable upon the Limited Partner's receipt and approval of the following documents: (1) a recorded deed and a date-down to the Title Policy dated no more than fifteen days prior to this Capital Contribution payment evidencing no construction or development related liens; and; (4) a determination by the Special Limited Partner that construction financing is In-Balance. Notwithstanding the foregoing, the determination by Special Limited Partner that the construction financing is in-balance will be made no later than 30 days after all of the requirements have been satisfied under Section 7.2(b). (c) $508,708 shall be payable upon the Limited Partner's receipt and approval of the following documents: (12) a certificate of occupancy (or equivalent evidence of local occupancy approval if a permanent certificate is not available) on all the apartment units in the Apartment HousingHousing confirming the apartment units are being placed in service for their intended purpose; (23) a completion certification in a form substantially similar to the form attached hereto as Exhibit "D" and incorporated herein by this reference, indicating that the Improvements have been completed in accordance with the Project Documents; (34) a letter from the Contractor in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this reference stating that all amounts payable to the Contractor have been paid in full and that the Partnership is not in violation of the Construction Contract; (4) Insurance required during operations; and (5) any documents previously not provided to a determination by the Special Limited Partner but required pursuant to this Section 7.2 that the construction and Sections 14.3(a)financing are In-Balance; (6) evidence that the Insurance required during operations is in place; (7) a date-down to the Title Policy dated no more than fifteen days prior to this Capital Contribution payment evidencing no construction or development related liens; and (7) a determination by the Special Limited Partner that construction financing is In-Balance. Notwithstanding the foregoing, the determination by Special Limited Partner that the construction financing is in-balance will be made no later than 30 days after all of the requirements have been satisfied under Section 7.2(c). (d) $105,250 shall be payable upon 8) an as-built survey adhering to the Limited Partnerrequirements referenced in Exhibit "I" attached hereto and incorporated herein and a surveyor's receipt and approval of the following documents: (1) Mortgage Loan documents signed and the Mortgage fundedcertification as referenced in Exhibit "I"; (2) an updated Title Policy dated no more than 10 days prior to the scheduled Capital Contribution confirming that there are no liens, claims or rights to a lien or judgments filed against the property or the Apartment Housing during the time period since the issuance of the Title Policy referenced above in Section 7.2(a); (39) the current rent roll evidencing a minimum 90% occupancy by Qualified Tenants for 90 consecutive days immediately prior to fundingfunding and 100% LIHTC qualified units; (410) copies of all initial tenant files including executed lease agreements, completed applications, completed questionnaires or checklist of income and assets, documentation of third party verification of income and assets, income certification forms (LIHTC specific), and any other form or document collected by the Management Agent, or General Partner, verifying each tenant's eligibility pursuant to the Minimum Set-Aside Test and other applicable guidelines under Section 42 of the Code. For purposes of this sub-section subsection only, the Limited Partner only requires receipt of all the documentstenant documents as described above, and approval of 10% of the initial tenant files. Approval of the balance of the tenant files is withheld for a subsequent Capital Contribution payment. The time required to collect, review and correct, if applicable, tenant files can be substantial. Therefore, to expedite the process the General Partner shall send tenant files to the Special Limited Partner as soon as the file is complete instead of waiting to send the files all at one time. (11) a construction closeout binder, which shall include, but not be limited to, as-built drawings, all operating manuals, and all manufacturing warranty agreements. In addition, the Contractor shall provide the Partnership a one-year warranty on all parts, materials and work-quality; (12) a copy of the recorded declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency; (13) an audited construction cost certification that includes an itemization of development, acquisition, and construction or rehabilitation costs of the Apartment Housing, and the eligible basis and applicable percentage of each building of the Apartment Housing; (14) the Accountant's final Tax Credit certification in a form substantially similar to the form attached hereto as Exhibit "E" and incorporated herein by this reference; (15) Debt Service Coverage of 1.10 for 90 consecutive days immediately prior to funding; (16) the first year tax return in which Tax Credits are taken by the Partnership, unless the Tax Credits are deferred until the following year and such deferral has been approved by the Special Limited Partner; (17) the audited Partnership financial statements required by Section 14.2 for the year the Apartment Housing is placed-in-service; (18) an executed IRS form 8609; and (19) any documents previously not provided to the Limited Partner but required pursuant to this Section 7.2 and Sections 14.3(a) and (b) (d) $25,000 shall be payable upon completion of the Special Limited Partner's review of the initial tenant files, corrected as provided below, and receipt of any documents previously not provided to the Limited Partner but required pursuant to this Section 7.2 or Sections 14.3(a) and (b). The initial tenant files will be reviewed at the Limited Partner's expense by an independent third-party. In the event that the independent third-party and the Special Limited Partner recommend corrections to an initial tenant file, the General Partner will cause the Management Agent to correct the tenant file and provide the corrected tenant file to the Limited Partner. The Limited Partner may withhold all or any portion of this Capital Contribution payment until it has received all the initial tenant files and the same have been reviewed and corrected.

Capital Contribution of Limited Partner. The Limited Partner shall make a Capital Contribution in the amount of $1,754,1673,483,173, as may be adjusted in accordance with Section 7.4 of this Agreement, in cash on the dates and subject to the conditions hereinafter set forth. (a) $456,083 (which includes the Special Limited Partner's Capital Contribution of $175) 1,741,587 capital contribution payment shall be payable upon the Limited Partner's receipt and approval of the following documents: (1) a legal opinion in a form substantially similar to the form of opinion attached hereto as Exhibit "B" and incorporated herein by this reference; (2) a fully executed Certification and Agreement in the form attached hereto as Exhibit "C" and incorporated herein by this reference; (3) a copy of a title commitment, (in a form and substance satisfactory to the Special Limited Partner) constituting an agreement by such title company to issue the Title PolicyPolicy within fifteen working days. The title commitment will show the Improvements to be free from liens except the Construction Loan and free from other exceptions not previously approved by the Special Limited Partner; (4) a copy of the ALTA Survey; (5) Insurance required during construction;; and (65) a copy of the recorded grant deed (warranty deed); (7) an executed commitment from the Mortgage lender to provide the Mortgage; (8) the Development, Construction and Operating Budget Agreement; (9) the Construction Completion, Operating Deficit and Tax Credit Guarantee Agreement; (10) the Development Fee Agreement and Guaranty Agreement; (11) the construction draw disbursement procedure; (12) all documents and workpapers supporting the 10% carryover determination; and (13) payment of $15,000 to the Limited Partner for costs and expenses incurred by the Limited Partner in connection with the Limited Partner's underwriting of the Apartment Housing and Improvements. Notwithstanding the foregoing, the first Capital Contribution payment will be paid in installments based upon approved draw requests. (b) $508,708 870,794 capital contribution payment shall be payable upon the Limited Partner's receipt and approval of the following documents: (1) a completion certification in a form substantially similar to the Construction Inspector's certification of fifty percent completion of form attached hereto as Exhibit "E" and incorporated herein by this reference, indicating that the total construction;Improvements have been completed in accordance with the Project Documents; and (2) any documents previously not provided to upon receipt of evidence of 50% construction completion in the Limited Partner but required pursuant to this Section 7.2 and Sections 14.3(a); form of fifty-one (351) a date-down to the Title Policy dated no more than fifteen days prior to this Capital Contribution payment evidencing no construction or development related liens; and (4) a determination by the Special Limited Partner that construction financing is In-Balance. Notwithstanding the foregoing, the determination by Special Limited Partner that the construction financing is in-balance will be made no later than 30 days after all certificates of the requirements have been satisfied under Section 7.2(b)occupancy. (c) $508,708 696,635 capital contribution payment shall be payable upon the Limited Partner's receipt and approval of the following documents: (1) upon receipt of evidence of 75% construction completion in the form of seventy-six (76) certificates of occupancy. (d) $174,157 capital contribution payment shall be payable upon the Limited Partner's receipt and approval of the following documents: (1) a certificate of occupancy (or equivalent evidence of local occupancy approval if a permanent certificate is not available) on all the apartment units in the Apartment HousingImprovements; (2) a completion certification in a form substantially similar to the form attached hereto as Exhibit "DE" and incorporated herein by this reference, indicating that the Improvements have been completed in accordance with the Project Documents; (3) a letter from the Contractor in a form substantially similar to the form attached hereto as Exhibit "FG" and incorporated herein by this reference stating that all amounts payable to the Contractor have been paid in full and that the Partnership is not in violation of the Construction Contract; (4) Insurance required during operations; and; (5) any documents previously not provided to the Limited Partner but required pursuant to this Section 7.2 and Sections 14.3(a); (6) a date-down to the Title Policy dated no more than fifteen days prior to this Capital Contribution payment evidencing no construction or development related liens; and (7) a determination by the Special Limited Partner that construction financing is In-Balance. Notwithstanding the foregoing, the determination by Special Limited Partner that the construction financing is in-balance will be made no later than 30 days after all of the requirements have been satisfied under Section 7.2(c). (d) $105,250 shall be payable upon the Limited Partner's receipt and approval of the following documents: (1) Mortgage Loan documents signed and the Mortgage funded; (26) an updated endorsement to the Title Policy dated no more than 10 ten days prior to the scheduled Capital Contribution providing an as-built survey and confirming that there are no liens, claims or rights to a lien or judgments filed against the property or the Apartment Housing Improvements during the time period since the issuance of the Title Policy referenced above in Section 7.2(a); (37) the current rent roll evidencing a minimum 90% occupancy by Qualified Tenants for 90 consecutive days immediately prior to funding; (4) 8) copies of all initial tenant files including executed lease agreements, completed applications, completed questionnaires or checklist of income and assets, documentation of third party verification of income and assets, and income certification forms (LIHTC specific), and any other form or document ) collected by the Management Agent, or General Partner, verifying each tenant's eligibility pursuant to the Minimum Set-Aside Test and other applicable guidelines under Section 42 Test; (9) Completion of Construction; (10) copies of the Code. For purposes executed lease agreement with the tenants; (11) a copy of the declaration of restrictive covenants/extended use agreement entered into between the Partnership and the State Tax Credit Agency; (12) an audited construction cost certification (which includes an itemized cost breakdown); (13) the Accountant's final Tax Credit certification in a form substantially similar to the form attached hereto as Exhibit "F" and incorporated herein by this sub-section onlyreference; (14) Debt Service Coverage of 1.15 for 90 consecutive days immediately prior to funding; (15) Internal Revenue Code Form 8609, or any successor form; (16) the first year tax return in which the Tax Credits are taken; and (17) any documents previous not provided to the Limited Partner only requires receipt of all the documents, approval is withheld for a subsequent Capital Contribution payment;but required pursuant to this Section 7.2 and Sections 14.3(a) and (b).