Common use of Duties and Obligations Clause in Contracts

Duties and Obligations. (a) The General Partners shall manage the affairs of the Partnership to the best of their ability, shall use their best efforts to carry out the purpose of the Partnership, and shall devote to the Partnership such time as may be necessary for the proper performance of their duties and the business of the Partnership. The General Partners shall promptly take all action which may be necessary or appropriate for the proper development, maintenance and operation of the Apartment Complex in accordance with the provisions of this Agreement, the Project Documents and applicable laws and regulations including, without limitation, funding the Construction and Development Fee to the extent Capital Contributions and Cash Flow are insufficient. The General Partners are responsible for the management and operation of the Partnership, including the oversight of the rent-up and operational stages of the Apartment Complex. (b) The General Partners shall use their best efforts to cause the Partnership to generate Cash Flow for distribution to the Partners at the maximum realizable level in view of (i) any applicable Agency and other regulations, (ii) the Minimum Set- Aside Test and (iii) the Rent Restriction Test, and, if necessary, the General Partners shall also use their best efforts to obtain approvals and implementation of appropriate adjustments in the rental schedule of the Apartment Complex. (c) The General Partners shall cause the Partnership to obtain and keep in force, during the term of the Partnership, comprehensive casualty insurance, including, but not limited to, fire and other risks generally included under "extended coverage" policies, workmen's compensation and public liability insurance in favor of the Partnership (i) with such companies and in such amounts as shall be satisfactory to the Lenders and any Agency, or, if the Apartment Complex is no longer subject to Lender or Agency regulation or requirements, as shall be customary for apartment complexes similar to the Apartment Complex and (ii) in amounts which shall be (A) no less than those amounts which are customary in the area for apartment complexes similar to the Apartment Complex, (B) no less than such amounts as may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner from time to time, and (C) in any event, sufficient to prevent the Partnership from becoming a co-insurer under any such policies. No deductibles on such policies may exceed $1,000, without the prior written consent of the Investment Limited Partner. The Partnership's fire and other casualty insurance shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 (of which up to $5,000,000 may be provided under an umbrella policy). Through the Completion Date, or such later date as may be required by the Construction Lender or any Agency , the General Partners shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value of the Apartment Complex (excluding the value of the underlying land, the site utilities and the foundations) or (ii) such other amount as shall be required by any Agency or the Construction Lender. Throughout the term of the Partnership, the General Partners shall provide copies of all such policies (or binders) to the Investment Limited Partner promptly after their receipt thereof. Upon the request of the Investment Limited Partner to the General Partners, the General Partners shall cause the applicable insurer to name the Investment Limited Partner as an "additional insured" on each Partnership insurance policy. (d) The obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a General Partner from the Partnership. (1) The General Partners shall establish and maintain reasonable reserves to provide for working capital needs, improvements, replacements and any other contingencies of the Partnership. At a minimum, the General Partners shall cause the Partnership to annually deposit $9,600 from its Cash Flow into replacement reserves. To the extent that Cash Flow (as determined before deduction of this reserve deposit) for any year shall be insufficient to make such deposit in full, the General Partners shall fund such shortfall from their own funds as a Subordinated Loan. (f) Each General Partner shall be bound by the Project Documents, and no additional General Partner shall be admitted if he, she or it has not first agreed to be bound by this Agreement (and assume the obligations of a General Partner hereunder) and by the Project Documents to the same extent and under the same terms as the other General Partners. (g) The General Partners shall take all actions necessary to ensure that the Investment Limited Partner receives the full amount of the Projected Credit, including, without limitation, the rental of apartments to Qualified Tenants and the filing of annual certifications as may be required. In this regard, the General Partners shall, inter alia, cause (i) the Partnership to satisfy all requirements imposed from time to time under the Code with respect to rental levels and occupancy by Qualified Tenants by the close of the first year of the Credit Period so as to permit the Partnership to be entitled to the Tax Credit throughout the compliance period specified in the Code, (ii) all dwelling units in the Apartment Complex to be leased for periods of not less than six months to persons satisfying the Rent Restriction Test,

Duties and Obligations. (a) The General Partners Partner shall manage the affairs of the Partnership to the best of their ability, shall use their best using commercially reasonable efforts to carry out the purpose of the Partnership, and shall devote to the Partnership such time as may be reasonably necessary for the proper performance of their its duties and the business of the Partnership. The General Partners Partner shall promptly take all action which may be necessary or appropriate for the proper development, construction, maintenance and operation of the Apartment Complex in accordance with the provisions of this Agreement, the Project Documents and any applicable laws and regulations including, without limitation, funding the Construction and Development Fee to the extent Capital Contributions and Cash Flow are insufficientRegulations. The General Partners are Partner is responsible for the management and operation of the Partnership, including the oversight of the rent-up and operational stages of the Apartment Complex. (b) The Subject to the provisions of Section 6.5(g), the General Partners Partner shall use their best its diligent good faith efforts to cause the Partnership to generate Cash Flow for distribution to the Partners at the maximum realizable level in view of (i) any applicable Agency and other regulationsRegulations, (ii) the Minimum Set- Set-Aside Test and Test, (iii) the Rent Restriction TestTest and (iv) the Projected Rents, and, if necessary, the General Partners Partner also shall also use their its best efforts to obtain approvals and implementation of appropriate adjustments in the rental schedule of the Apartment Complex. (c) The General Partners Partner shall cause the Partnership to obtain and keep in force, during the term of the Partnership, comprehensive casualty insurance, including, but not limited to, fire fire, earthquakes and other risks generally included under "extended coverage" policies, workmen's workers compensation and public liability insurance in favor of the Partnership (i) with such companies and in such amounts as shall be satisfactory to the Lenders and any AgencyLenders, or, if the Apartment Complex is Lenders impose no longer subject to Lender or Agency regulation or specific requirements, as shall be customary for apartment complexes similar to the Apartment Complex Complex, and (ii) in amounts equal to the full replacement cost of the Apartment Complex which replacement cost amount shall be calculated in a manner (A) no less than similar to those amounts which are customary in the area for apartment complexes similar to such as the Apartment Complex, Complex and (B) no less than such amounts as may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner from time to time, and (C) in any event, sufficient to prevent the Partnership from becoming a co-insurer under any such policies. No deductibles on such policies may exceed $1,000, without the prior written consent 2,500. The public liability insurance in favor of the Investment Limited Partner. The Partnership's fire and other casualty insurance Partnership shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 3,000,000 (of which up to $5,000,000 2,000,000 of which may be provided under covered by an umbrella policy). Through the Completion Date, or such later date as may be required by the Construction Lender any Agency or any Agency Lender, the General Partners Partner also shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value of the Apartment Complex (excluding the value of the underlying land, the site utilities and the foundations) or (ii) such other amount as shall be required by any Agency or the Construction Lender. Throughout the term of the Partnership, the General Partners Partner shall provide copies of all such policies (or binders) to the Investment Special Limited Partner promptly after their receipt thereof. Upon the request of the Investment Limited The General Partner to the General Partners, the General Partners shall cause the applicable insurer to name each of the Investment Limited Partner and the Special Limited Partner as an "additional insured" on each Partnership insurance policy. (d) The If at any time there is more than one General Partner, the obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a General Partner from the Partnership. (1i) The General Partners Partner shall establish and maintain reasonable reserves (the "Replacement Reserve") to provide for working capital needs, improvements, replacements and any other contingencies of the Partnership. At a minimum, the General Partners Partner shall cause the Partnership to annually deposit $9,600 2,386 from its Cash Flow into replacement reserves. To the Replacement Reserve; to the extent that Cash Flow (as determined before deduction of this such reserve deposit) for any year Fiscal Year shall be insufficient to make such deposit in full, the General Partners Partner shall fund such shortfall from their its own funds as a Subordinated Loan; and (ii) In addition to the requirements of Section 6.5(e)(i), in order to fund Cash Expenditures of the Partnership which exceed Cash Receipts available for the payment thereof, on or prior to the payment of the Third Installment, the General Partner (or its designee), shall deposit $21,000 into a segregated reserve account (the "Operating Reserve") to secure the General Partner's obligation to fund operating expenses as set forth in Section 6.10. Funds held in the Operating Reserve may be released to pay operating expenses with the approval of the Special Limited Partner. The funds, if any, remaining in the Operating Reserve shall be returned to the General Partner (or its designee) in accordance with the provisions of Section 10.2. Any funds utilized from the Operating Reserve to pay Partnership operating expenses shall constitute Subordinated Loans. Upon the utilization of such funds from the Operating Reserve, the General Partner shall use its best good faith efforts to redeposit Partnership funds in the Operating Reserve in an amount sufficient to maintain the minimum balances required herein. (f) Each General Partner shall be bound by the provisions of the Project Documents, and no additional General Partner shall be admitted if he, she or it has not first agreed to be bound by this Agreement (and assume the obligations of a General Partner hereunder) and by the Project Documents to the same extent and under the same terms as each of the other General Partners. (g) The General Partners Partner shall take all actions necessary appropriate to ensure that the Investment Limited Partner receives the full amount of the Projected Credit, including, without limitation, the rental of apartments to Qualified Tenants appropriate tenants and the filing of annual certifications as may be required. In this regard, the General Partners Partner shall, inter alia, cause (i) the Partnership to satisfy the Minimum Set-Aside Test, the Rent Restriction Test and all other requirements imposed from time to time under the Code with respect to rental levels and occupancy by Qualified Tenants qualified tenants by the close of the first year of the Credit Period and throughout the Compliance Period so as to permit the Partnership to be entitled to the maximum available Tax Credit throughout (ii) the compliance period specified in the CodePartnership to comply with all State Tax Credit monitoring procedures, (iiiii) all dwelling units in the Apartment Complex to be leased for initial periods of not less than six months to persons individuals satisfying the Rent Restriction Test,, (iv) the Partnership to make all appropriate Tax Credit elections in a timely fashion, and (v) all rental units in the Apartment Complex to be of equal quality with comparable amenities available to low-income tenants on a comparable basis without separate fees. (h) On or before the Admission Date, the General Partner shall provide to the Special Limited Partner either (i) an appraisal of the Apartment Complex prepared by a competent independent appraiser or (ii) completed FmHA Forms 1924-13 (estimate and certificate of actual cost) and 1930-7 (statement of budget, income and expense) or HUD project cost and budget analysis on Form 2264, or any successor FmHA or HUD form, any comparable form of a state or other Governmental Authority, including any applicable Credit Agency, setting forth estimates with respect to construction, rehabilitation and mortgage financing costs and initial rental income and operating expense figures for the Apartment Complex. (i) The General Partner shall (i) not store or dispose of (except in compliance with all laws, ordinances, and regulations pertaining thereto) any Hazardous Material at the Apartment Complex, or at or on any other Site or Vessel owned, occupied, or operated either by any General Partner, any Affiliate of a General Partner, or any Person for whose conduct any General Partner is or was responsible; (ii) neither directly nor indirectly transport or arrange for the transport of any Hazardous Material (except in compliance with all laws, ordinances, and regulations pertaining thereto); (iii) provide the Investment Limited Partner with written notice (x) upon any General Partner's obtaining knowledge of any potential or known release, or threat of release, of any Hazardous Material at or from the Apartment Complex or any other Site or Vessel owned, occupied, or operated by any General Partner, any Affiliate of a General Partner or any Person for whose conduct any General Partner is or was responsible or whose liability may result in a lien on the Apartment Complex; (y) upon any General Partner's receipt of any notice to such effect from any federal, state, or other Governmental Authority; and (z) upon any General Partner's obtaining knowledge of any incurrence of any expense or loss by any such government authority in connection with the assessment, containment, or removal of any Hazardous Material for which expense or loss any General Partner may be liable or for which expense or loss a lien may be imposed on the Apartment Complex. (j) The General Partner shall promptly request in writing of the Permanent Lender that the Permanent Lender cause the Special Limited Partner to be named as an "interested party" in the Permanent Mortgage Loan Documents, so that the Permanent Lender will notify the Special Limited Partner of any default under the Permanent Mortgage or the General Partner shall itself notify the Special Limited Partner of any such default. (k) The General Partner shall provide the Special Limited Partner with a true and accurate copy of each Construction Loan requisition and any supporting documents and information which has been submitted for approval by the Construction Lender (whether submitted before or after the Admission Date). (l) The General Partner shall have a fiduciary responsibility for the safekeeping and use of all funds and assets of the Partnership, whether or not in its immediate possession or control. The General Partner shall not employ, or permit another to employ, such funds or assets in any manner except for the exclusive benefit of the Partnership. No General Partner shall contract away the fiduciary duty owed at common law to the Limited Partners.

Duties and Obligations. (a) The General Partners shall manage the affairs of the Partnership to the best of their ability, shall use their best efforts to carry out the purpose of the Partnership, and shall devote to the Partnership such time as may be necessary for the proper performance of their duties and the business of the Partnership. The General Partners shall promptly take all action which may be necessary or appropriate for the proper development, maintenance and operation of the Apartment Complex in accordance with the provisions of this Agreement, the Project Documents and applicable laws and regulations regulations, including, without limitation, funding the Construction Service Notes pursuant to and Development Fee if, as and when required by Section 4.2(b) to the extent Capital Contributions and Cash Flow are (to the extent available for application thereto) is insufficient. The General Partners are shall be responsible for the management and operation of the Partnership, including the oversight of the rent-up and operational stages of the Apartment Complex. (b) The General Partners shall use their best efforts to cause the Partnership to generate Cash Flow for distribution to the Partners at the maximum realizable level in view of (i) any applicable Agency and other regulations, (ii) the Minimum Set- Set-Aside Test and (iii) the Rent Restriction Test, and, if necessary, the General Partners shall also use their best efforts to obtain approvals and implementation of appropriate adjustments in the rental schedule of the Apartment Complex. (c) The General Partners Partner shall cause the Partnership to obtain and keep in force, during the term of the Partnership, comprehensive casualty insurance, including, but not limited to, fire and other risks generally included under "extended coverage" policies, workmen's compensation and public liability insurance policies in favor of accordance with the Partnership (i) with such companies and in such amounts as shall be satisfactory to the Lenders and any Agency, or, if the Apartment Complex is no longer subject to Lender or Agency regulation or requirements, as shall be customary for apartment complexes similar to the Apartment Complex and (ii) in amounts which shall be (A) no less than those amounts which are customary in the area for apartment complexes similar to the Apartment Complex, (B) no less than such amounts as may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner from time to time, and (C) in any event, sufficient to prevent the Partnership from becoming a co-insurer under any such policies. No deductibles Insurance Requirements set forth on such policies may exceed $1,000, without the prior written consent of the Investment Limited Partner. The Partnership's fire and other casualty insurance shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 (of which up to $5,000,000 may be provided under an umbrella policy). Through the Completion Date, or such later date as may be required by the Construction Lender or any Agency , the General Partners shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value of the Apartment Complex (excluding the value of the underlying land, the site utilities and the foundations) or (ii) such other amount as shall be required by any Agency or the Construction LenderExhibit B hereto. Throughout the term of the Partnership, the General Partners Partner shall provide copies of all such policies (or binders) to the Investment Limited Partner promptly Partners within 30 days after their receipt thereof. Upon the request of the Investment Limited The General Partner to the General Partners, the General Partners shall cause the applicable insurer to name the Investment Limited Partner Partners as an "additional insured" on each Partnership insurance policy. Each Partnership insurance policy shall include a provision requiring the insurance company to notify the Investment Limited Partners in writing no less than thirty (30) days prior to any cancellation, non-renewal or material change in the terms and conditions of coverage. The General Partner shall review regularly all of the Partnership and Apartment Complex insurance coverage to insure that it is adequate and continuing. In particular, the General Partner shall review at least annually the insurance coverage required by this Section 6.5(c) to insure that it is in an amount at least equal to the then current full replacement value of the Apartment Complex. Without limitation of the foregoing, the General Partner shall deliver to the Investment Limited Partners on or before the Effective Date one or more certificates or memoranda of insurance, in form reasonably acceptable to the Investment Limited Partners, evidencing, (i) the existence of the insurance policies and coverages specified on Exhibit B, (ii) that the Partnership and its Partners (including the Investment Limited Partners) are named insured on such policies, and (iii) that such insurance policies will not be cancelled by the insurers except within thirty (30) days' written notice to the Investment Limited Partners. From time to time following the Admission Date, the General Partner shall deliver to the Investment Limited Partners such further certificates or memoranda of insurance as the Investment Limited Partners may reasonably require to confirm that such insurance and notice provisions with respect to insurance under this Agreement have been complied with. (d) The obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a General Partner from the Partnership. (1e) The General Partners shall establish and maintain reasonable reserves to provide for working capital needs, improvements, replacements and any other contingencies of the Partnership. At a minimum, the General Partners shall cause the Partnership to annually deposit $9,600 13,950 from its Cash Flow into replacement reserves. To ; to the extent that Cash Flow (as determined before deduction of this reserve deposit) for any year shall be insufficient to make such deposit in full, the General Partners shall fund such shortfall from their own funds as a Subordinated Loan. (f) Each General Partner shall be bound by the Project Documents, and no additional General Partner shall be admitted if he, she or it has not first agreed to be bound by this Agreement (and assume the obligations of a General Partner hereunder) and by the Project Documents to the same extent and under the same terms as the other General Partners. (g) The General Partners shall take all actions necessary to ensure that the Investment Limited Partner receives Partners receive the full amount of the Projected Credit, including, without limitation, the rental of apartments to Qualified Tenants and the filing of annual certifications as may be required. In this regard, the General Partners shall, inter alia, cause (i) the Partnership to satisfy all requirements imposed from time to time under the Code with respect to rental levels and occupancy only by Qualified Tenants by the close of the first year of the Credit Period and throughout the Compliance Period so as to permit the Partnership to be entitled to the maximum available Tax Credit throughout the compliance period specified in the CodeCredit, (ii) the Partnership to comply with all dwelling State of Texas Tax Credit monitoring procedures, (iii) all Low-Income Apartment Units in the Apartment Complex to be leased to Qualified Tenants, (iv) the Partnership to make all appropriate Tax Credit elections in a timely fashion, and (v) all rental units in the Apartment Complex to be leased of equal quality with comparable amenities available to low- income tenants on a comparable basis without separate fees, except for periods garages, carports, laundry facilities and other items designated by the General Partners which shall not affect the availability or the amount of the Tax Credits. (h) The General Partners shall (i) not less than six months store (except in compliance with all laws, ordinances, and regulations pertaining thereto) or dispose of any Hazardous Material at the Apartment Complex, or at or on any other Site or Vessel owned, occupied, or operated either by any General Partner, any Affiliate of a General Partner, or any Person for whose conduct any General Partner is or was responsible; (ii) neither directly nor indirectly transport or arrange for the transport of any Hazardous Material (except in compliance with all laws, ordinances, and regulations pertaining thereto); (iii) provide the Investment Limited Partners with written notice (x) upon any General Partner's obtaining knowledge of any potential or known release, or threat of release, of any Hazardous Material at or from the Apartment Complex or any other Site or Vessel owned, occupied, or operated by any General Partner, any Affiliate of a General Partner or any Person for whose conduct any General Partner is or was responsible or whose liability may result in a lien on the Apartment Complex; (y) upon any General Partner's receipt of any notice to persons satisfying such effect from any Federal, state, or other governmental authority; and (z) upon any General Partner's obtaining knowledge of any incurrence of any expense or loss by any such governmental authority in connection with the Rent Restriction Test,assessment, containment, or removal of any Hazardous Material for which expense or loss any General Partner may be liable or for which expense or loss a lien may be imposed on the Apartment Complex.

Duties and Obligations. (a) The General Partners Partner shall manage the affairs of the Partnership to the best of their its ability, shall use their its best efforts to carry out the purpose of the Partnership, and shall devote to the Partnership such time as may be necessary for the proper performance of their its duties and the business of the Partnership. The General Partners Partner shall promptly take all action which may be necessary or appropriate for the proper development, construction, maintenance and operation of the Apartment Complex in accordance with the provisions of this Agreement, the Project Documents and any applicable laws and regulations including, without limitation, funding the Construction and Development Fee to the extent Capital Contributions and Cash Flow are insufficientRegulations. The General Partners are Partner is responsible for the management and operation of the Partnership, including the oversight of the rent-up and operational stages of the Apartment Complex. (b) The Subject to the provisions of Section 6.5(g), the General Partners Partner shall use their best its diligent good faith efforts to cause the Partnership to generate Cash Flow for distribution to the Partners at the maximum realizable level in view of (i) any applicable Agency and other regulationsRegulations, (ii) the Minimum Set- Set-Aside Test and Test, (iii) the Rent Restriction TestTest and (iv) the Projected Rents, and, if necessary, the General Partners Partner also shall also use their its best efforts to obtain approvals and implementation of appropriate adjustments in the rental schedule of the Apartment Complex. (c) The General Partners Partner shall cause the Partnership to obtain and keep in force, during the term of the Partnership, comprehensive casualty insurance, including, but not limited to, fire fire, earthquakes and other risks generally included under "extended coverage" policies, workmen's workers compensation and public liability insurance in favor of the Partnership (i) with such companies and in such amounts as shall be satisfactory to the Lenders and any AgencyLenders, or, if the Apartment Complex is Lenders impose no longer subject to Lender or Agency regulation or specific requirements, as shall be customary for apartment complexes similar to the Apartment Complex Complex, and (ii) in amounts which shall be (A) no less than those amounts which are customary in the area for apartment complexes similar to such as the Apartment Complex, (B) no less than such amounts as may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner from time to time, and (C) in any event, sufficient to prevent the Partnership from becoming a co-insurer under any such policies. No deductibles on such policies may exceed $1,000, without the prior written consent 2,500. The public liability insurance in favor of the Investment Limited Partner. The Partnership's fire and other casualty insurance Partnership shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 (of which up to $5,000,000 of which may be provided under covered by an umbrella policy). Through the Completion Date, or such later date as may be required by the Construction Lender any Agency or any Agency Lender, the General Partners Partner also shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value of the Apartment Complex (excluding the value of the underlying land, the site utilities and the foundations) or (ii) such other amount as shall be required by any Agency or the Construction Lender. Throughout the term of the Partnership, the General Partners Partner shall provide copies of all such policies (or binders) to the Investment Special Limited Partner promptly after their receipt thereof. Upon the request of the Investment Limited The General Partner to the General Partners, the General Partners shall cause the applicable insurer to name each of the Investment Limited Partner and the Special Limited Partner as an "additional insured" on each Partnership insurance policy. (d) The If at any time there is more than one General Partner, the obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a General Partner from the Partnership. (1i) The General Partners Partner shall establish and maintain reasonable reserves (the "Replacement Reserve") to provide for working capital needs, improvements, replacements and any other contingencies of the Partnership. At a minimum, the General Partners Partner shall cause the Partnership to annually deposit $9,600 7,600 from its Cash Flow into replacement reserves. To the Replacement Reserve; to the extent that Cash Flow (as determined before deduction of this such reserve deposit) for any year Fiscal Year shall be insufficient to make such deposit in full, the General Partners Partner shall fund such shortfall from their its own funds as a Subordinated Loan. Funds held in the Replacement Reserve may be released only with the approval of the Special Limited Partner; and (ii) In addition to the requirements of Section 6.5(e)(i), in order to fund Cash Expenditures of the Partnership which exceed Cash Receipts available for the payment thereof, on or prior to the Admission Date, the General Partner (or its designee), shall deposit $60,000 into a segregated reserve account (the "Operating Reserve") to secure the General Partner's obligation to fund operating expenses. Funds held in the Operating Reserve may be released to pay operating expenses only with the approval of the Special Limited Partner. Upon the achievement of Rental Achievement, up to $30,000 of the funds remaining in the Operating Reserve shall be returned to the General Partner (or its designee) in accordance with the provisions of Section 10.2. The remaining funds in the Operating Reserve shall be returned to the General Partner in accordance with the provisions of Section 10.2 48 months after Rental Achievement, provided that the Partnership achieves 6 consecutive months of Debt Service Coverage Ratio of 1.15 to 1.00 in the fourth year after Completion and the management of the Apartment Complex is in compliance with the terms of the Partnership Agreement. Any funds utilized from the Operating Reserve to pay Partnership operating expenses shall constitute Subordinated Loans. Upon the utilization of such funds from the Operating Reserve, the General Partner shall use its best good faith efforts to redeposit Partnership funds in the Operating Reserve in an amount sufficient to maintain the minimum balances required herein. (f) Each General Partner shall be bound by the provisions of the Project Documents, and no additional General Partner shall be admitted if he, she or it has not first agreed to be bound by this Agreement (and assume the obligations of a General Partner hereunder) and by the Project Documents to the same extent and under the same terms as each of the other General Partners. (g) The General Partners Partner shall take all actions necessary appropriate to ensure that the Investment Limited Partner receives the full amount of the Projected Credit, including, without limitation, the rental of apartments to Qualified Tenants appropriate tenants and the filing of annual certifications as may be required. In this regard, the General Partners Partner shall, inter alia, cause (i) the Partnership to satisfy the Minimum Set-Aside Test, the Rent Restriction Test and all other requirements imposed from time to time under the Code with respect to rental levels and occupancy by Qualified Tenants qualified tenants by the close of the first year of the Credit Period and throughout the Compliance Period so as to permit the Partnership to be entitled to the maximum available Tax Credit throughout (ii) the compliance period specified in the CodePartnership to comply with all State Tax Credit monitoring procedures, (iiiii) all dwelling units in the Apartment Complex to be leased for initial periods of not less than six months to persons individuals satisfying the Rent Restriction Test,, (iv) the Partnership to make all appropriate Tax Credit elections in a timely fashion, and (v) all rental units in the Apartment Complex to be of equal quality with comparable amenities available to low-income tenants on a comparable basis without separate fees. (h) On or before the Admission Date, the General Partner shall provide to the Special Limited Partner either (i) an appraisal of the Apartment Complex prepared by a competent independent appraiser or (ii) completed FmHA Forms 1924-13 (estimate and certificate of actual cost) and 1930-7 (statement of budget, income and expense) or HUD project cost and budget analysis on Form 2264, or any successor FmHA or HUD form, any comparable form of a state or other Governmental Authority, including any applicable Credit Agency, setting forth estimates with respect to construction, rehabilitation and mortgage financing costs and initial rental income and operating expense figures for the Apartment Complex. (i) The General Partner shall (i) not store or dispose of (except in compliance with all laws, ordinances, and regulations pertaining thereto) any Hazardous Material at the Apartment Complex, or at or on any other Site or Vessel owned, occupied, or operated either by any General Partner, any Affiliate of a General Partner, or any Person for whose conduct any General Partner is or was responsible; (ii) neither directly nor indirectly transport or arrange for the transport of any Hazardous Material (except in compliance with all laws, ordinances, and regulations pertaining thereto); (iii) provide the Investment Limited Partner with written notice (x) upon any General Partner's obtaining knowledge of any potential or known release, or threat of release, of any Hazardous Material at or from the Apartment Complex or any other Site or Vessel owned, occupied, or operated by any General Partner, any Affiliate of a General Partner or any Person for whose conduct any General Partner is or was responsible or whose liability may result in a lien on the Apartment Complex; (y) upon any General Partner's receipt of any notice to such effect from any federal, state, or other Governmental Authority; and (z) upon any General Partner's obtaining knowledge of any incurrence of any expense or loss by any such government authority in connection with the assessment, containment, or removal of any Hazardous Material for which expense or loss any General Partner may be liable or for which expense or loss a lien may be imposed on the Apartment Complex. (j) The General Partner shall promptly request in writing of the Permanent Lender that the Permanent Lender cause the Special Limited Partner to be named as an "interested party" in the Permanent Mortgage Loan Documents, so that the Permanent Lender will notify the Special Limited Partner of any default under the Permanent Mortgage or the General Partner shall itself notify the Special Limited Partner of any such default. (k) The General Partner shall provide the Special Limited Partner with a true and accurate copy of each Construction Loan requisition and any supporting documents and information which has been submitted for approval by the Construction Lender (whether submitted before or after the Admission Date). (l) The General Partner shall have a fiduciary responsibility for the safekeeping and use of all funds and assets of the Partnership, whether or not in its immediate possession or control. The General Partner shall not employ, or permit another to employ, such funds or assets in any manner except for the exclusive benefit of the Partnership. No General Partner shall contract away the fiduciary duty owed at common law to the Limited Partners.

Duties and Obligations. (a) The General Partners Partner shall manage the affairs of the Partnership to the best of their ability, shall use their best using commercially reasonable efforts to carry out the purpose of the Partnership, and shall devote to the Partnership such time as may be reasonably necessary for the proper performance of their its duties and the business of the Partnership. The General Partners Partner shall promptly take all action which may be necessary or appropriate for the proper development, construction, maintenance and operation of the Apartment Complex in accordance with the provisions of this Agreement, the Project Documents and any applicable laws and regulations including, without limitation, funding the Construction and Development Fee to the extent Capital Contributions and Cash Flow are insufficientRegulations. The General Partners are Partner is responsible for the management and operation of the Partnership, including the oversight of the rent-up and operational stages of the Apartment Complex. (b) The Subject to the provisions of Section 6.5(g), the General Partners Partner shall use their best its diligent good faith efforts to cause the Partnership to generate Cash Flow for distribution to the Partners at the maximum realizable level in view of (i) any applicable Agency and other regulationsRegulations, (ii) the Minimum Set- Set-Aside Test and Test, (iii) the Rent Restriction TestTest and (iv) the Projected Rents, and, if necessary, the General Partners Partner also shall also use their its best efforts to obtain approvals and implementation of appropriate adjustments in the rental schedule of the Apartment Complex. (c) The General Partners Partner shall cause the Partnership to obtain and keep in force, during the term of the Partnership, comprehensive casualty insurance, including, but not limited to, fire and other risks generally included under "extended coverage" policies, workmen's compensation and public liability insurance policies in favor of accordance with the Partnership (i) with such companies and in such amounts as shall be satisfactory to the Lenders and any Agency, or, if the Apartment Complex is no longer subject to Lender or Agency regulation or requirements, as shall be customary for apartment complexes similar to the Apartment Complex and (ii) in amounts which shall be (A) no less than those amounts which are customary in the area for apartment complexes similar to the Apartment Complex, (B) no less than such amounts as may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner from time to time, and (C) in any event, sufficient to prevent the Partnership from becoming a co-insurer under any such policies. No deductibles Insurance Requirements set forth on such policies may exceed $1,000, without the prior written consent of the Investment Limited Partner. The Partnership's fire and other casualty insurance shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 (of which up to $5,000,000 may be provided under an umbrella policy). Through the Completion Date, or such later date as may be required by the Construction Lender or any Agency , the General Partners shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value of the Apartment Complex (excluding the value of the underlying land, the site utilities and the foundations) or (ii) such other amount as shall be required by any Agency or the Construction LenderExhibit C hereto. Throughout the term of the Partnership, the General Partners Partner shall provide copies of all such policies (or binders) to the Investment Limited Partner promptly within 30 days after their receipt thereof. Upon the request of the Investment Limited The General Partner to the General Partners, the General Partners shall cause the applicable insurer to name the Investment Limited Partner as an "additional insured" on each Partnership insurance policy. Each Partnership insurance policy shall include a provision requiring the insurance company to notify the Investment Limited Partner in writing no less than thirty (30) days prior to any cancellation, non-renewal or material change in the terms and conditions of coverage. The General Partner shall review regularly all of the Partnership and Apartment Complex insurance coverage to insure that it is adequate and continuing. In particular, the General Partner shall review at least annually the insurance coverage required by this Section 6.5(c) to insure that it is in an amount at least equal to the then current full replacement value of the Apartment Complex. Without limitation of the foregoing, the General Partner shall deliver to the Investment Limited Partner on or before the Admission Date one or more certificates or memoranda of insurance, in form reasonably acceptable to the Investment Limited Partner, evidencing, (i) the existence of the insurance policies and coverages specified on Exhibit C, (ii) that the Partnership and its Partners (including the Investment Limited Partner) are named insured on such policies, and (iii) that such insurance policies will not be cancelled by the insurers except within thirty (30) days' written notice to the Investment Limited Partner. From time to time following the Admission Date, the General Partner shall deliver to the Investment Limited Partner such further certificates or memoranda of insurance as the Investment Limited Partner may reasonably require to confirm that such insurance and notice provisions with respect to insurance under this Agreement have been complied with. (d) The If at any time there is more than one General Partner, the obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a General Partner from the Partnership. (1i) The General Partners Partner shall establish and maintain reasonable reserves (the "Replacement Reserve") to provide for working capital needs, improvements, replacements and any other contingencies of the Partnership. At a minimum, the General Partners Partner shall cause the Partnership to annually deposit $9,600 4,928 from its Cash Flow into replacement reserves. To the Replacement Reserve; to the extent that Cash Flow (as determined before deduction of this such reserve deposit) for any year Fiscal Year shall be insufficient to make such deposit in full, the General Partners Partner shall fund such shortfall from their its own funds as a Subordinated Loan; and (ii) In addition to the requirements of Section 6.5(e)(i), in order to fund Cash Expenditures of the Partnership which exceed Cash Receipts available for the payment thereof, on or prior to the Admission Date, the General Partner (or its designee), shall deposit $36,000 into a segregated reserve account (the "Operating Reserve") funded (A) from Cash Receipts or (B) from the General Partner's own funds to secure the General Partner's obligation to fund operating expenses from the Completion Date until sixty (60) months following Rental Achievement (the "Subordinated Loan Period"), provided, however, that the General Partner's obligation shall not exceed $275,000. Funds held in the Operating Reserve may be released to pay operating expenses with the approval of the Special Limited Partner. After the Subordinated Loan Period has terminated, the funds, if any, remaining in the Operating Reserve shall be returned to the General Partner (or its designee) if funded by the General Partner under subclause (B) in the immediately preceding sentence and in accordance with the provisions of Section 10.2. Any funds utilized from the Operating Reserve to pay Partnership operating expenses shall constitute Subordinated Loans. Upon the utilization of such funds from the Operating Reserve, the General Partner shall use its best good faith efforts to redeposit Partnership funds in the Operating Reserve in an amount sufficient to maintain the minimum balances required herein. (f) Each General Partner shall be bound by the provisions of the Project Documents, and no additional General Partner shall be admitted if he, she or it has not first agreed to be bound by this Agreement (and assume the obligations of a General Partner hereunder) and by the Project Documents to the same extent and under the same terms as each of the other General Partners. (g) The General Partners Partner shall take all actions necessary appropriate to ensure that the Investment Limited Partner receives the full amount of the Projected Credit, including, without limitation, the rental of apartments to Qualified Tenants appropriate tenants and the filing of annual certifications as may be required. In this regard, the General Partners Partner shall, inter alia, cause (i) the Partnership to satisfy the Minimum Set-Aside Test, the Rent Restriction Test and all other requirements imposed from time to time under the Code with respect to rental levels and occupancy by Qualified Tenants qualified tenants by the close of the first year of the Credit Period and throughout the Compliance Period so as to permit the Partnership to be entitled to the maximum available Tax Credit throughout (ii) the compliance period specified in the CodePartnership to comply with all State Tax Credit monitoring procedures, (iiiii) all dwelling units in the Apartment Complex to be leased for initial periods of not less than six months to persons individuals satisfying the Rent Restriction Test,, (iv) the Partnership to make all appropriate Tax Credit elections in a timely fashion, and (v) all rental units in the Apartment Complex to be of equal quality with comparable amenities available to low-income tenants on a comparable basis without separate fees. (h) On or before the Admission Date, the General Partner shall provide to the Special Limited Partner either (i) an appraisal of the Apartment Complex prepared by a competent independent appraiser or (ii) completed FmHA Forms 1924-13 (estimate and certificate of actual cost) and 1930-7 (statement of budget, income and expense) or HUD project cost and budget analysis on Form 2264, or any successor FmHA or HUD form, any comparable form of a state or other Governmental Authority, including any applicable Credit Agency, setting forth estimates with respect to construction, rehabilitation and mortgage financing costs and initial rental income and operating expense figures for the Apartment Complex. (i) The General Partner shall (i) not store or dispose of (except in compliance with all laws, ordinances, and regulations pertaining thereto) any Hazardous Material at the Apartment Complex, or at or on any other Site or Vessel owned, occupied, or operated either by any General Partner, any Affiliate of a General Partner, or any Person for whose conduct any General Partner is or was responsible; (ii) neither directly nor indirectly transport or arrange for the transport of any Hazardous Material (except in compliance with all laws, ordinances, and regulations pertaining thereto); (iii) provide the Investment Limited Partner with written notice (x) upon any General Partner's obtaining knowledge of any potential or known release, or threat of release, of any Hazardous Material at or from the Apartment Complex or any other Site or Vessel owned, occupied, or operated by any General Partner, any Affiliate of a General Partner or any Person for whose conduct any General Partner is or was responsible or whose liability may result in a lien on the Apartment Complex; (y) upon any General Partner's receipt of any notice to such effect from any federal, state, or other Governmental Authority; and (z) upon any General Partner's obtaining knowledge of any incurrence of any expense or loss by any such government authority in connection with the assessment, containment, or removal of any Hazardous Material for which expense or loss any General Partner may be liable or for which expense or loss a lien may be imposed on the Apartment Complex. (j) The General Partner shall promptly request in writing of the Permanent Lender that the Permanent Lender cause the Special Limited Partner to be named as an "interested party" in the Permanent Mortgage Loan Documents, so that the Permanent Lender will notify the Special Limited Partner of any default under the Permanent Mortgage or the General Partner shall itself notify the Special Limited Partner of any such default. (k) The General Partner shall provide the Special Limited Partner with a true and accurate copy of each Construction Loan requisition and any supporting documents and information which has been submitted for approval by the Construction Lender (whether submitted before or after the Admission Date). (l) The General Partner shall have a fiduciary responsibility for the safekeeping and use of all funds and assets of the Partnership, whether or not in its immediate possession or control. The General Partner shall not employ, or permit another to employ, such funds or assets in any manner except for the exclusive benefit of the Partnership. No General Partner shall contract away the fiduciary duty owed at common law to the Limited Partners.

Duties and Obligations. (a) The General Partners shall manage the affairs of the Partnership to the best of their ability, shall use their best efforts to carry out the purpose of the Partnership, and shall devote to the Partnership such time as may be necessary for the proper performance of their duties and the business of the Partnership. The General Partners shall promptly take all action which may be necessary or appropriate for the proper development, maintenance and operation of the Apartment Complex Partnership Property in accordance with the provisions of this Agreement, the Project Documents and applicable laws and regulations including, without limitation, funding the Construction and Development Fee to the extent Capital Contributions and Cash Flow are insufficient. The General Partners are responsible for the management and operation of the Partnership, including the oversight of the rent-up and operational stages of the Apartment ComplexPartnership Property. (b) The General Partners shall use their best efforts to cause the Partnership to generate Cash Flow for distribution to the Partners at the maximum realizable level in view of (i) any applicable Agency and other regulations, (ii) the Minimum Set- Set-Aside Test and (iii) the Rent Restriction Test, and, if necessary, the General Partners shall also use their best efforts to obtain approvals and implementation of appropriate adjustments in the rental schedule of the Apartment ComplexPartnership Property. (c) The General Partners shall cause the Partnership to obtain and keep in force, during the term of the Partnership, comprehensive casualty insurance, including, but not limited to, fire and other risks generally included under "extended coverage" policies, workmen's compensation and public liability insurance in favor of the Partnership (i) with such companies and in such amounts as shall be satisfactory to the Lenders and any AgencyAgency , or, if the Apartment Complex Partnership Property is no longer subject to Lender or Agency regulation or requirements, as shall be customary for apartment complexes property similar to the Apartment Complex Partnership Property and (ii) in amounts amounts, including deductibles, which shall be (A) no less than those amounts which are customary in the area for apartment complexes property similar to the Apartment ComplexPartnership Property, (B) no less than such amounts as may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner from time to time, and (C) in any event, sufficient to prevent the Partnership from becoming a co-insurer under any such policies. No deductibles on such policies may exceed $1,0005,000, without the prior written consent of the Investment Limited Partner. The Partnership's fire and other casualty public liability insurance in favor of the Partnership shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 (of which up to $5,000,000 may and the Investment Limited Partner shall be provided under named as an umbrella policy)additional insured and/or loss payee. Through the Completion Date, or such later date as may be required by the Construction Lender or any Agency , the General Partners shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value of the Apartment Complex (excluding Partnership Property(excluding the value of the underlying land, the site utilities and the foundations) or (ii) such other amount as shall be required by any Agency or the Construction Lender. Throughout the term of the Partnership, the General Partners shall provide copies of all such policies (or binders) to the Investment Limited Partner promptly after their receipt thereof. Upon the request of the Investment Limited Partner to the General Partners, the General Partners shall cause the applicable insurer to name the Investment Limited Partner as an "additional insured" on each Partnership insurance policy. (d) The obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a General Partner from the Partnership. (1e) The General Partners shall establish and maintain reasonable reserves to provide for working capital needs, improvements, replacements and any other contingencies of the Partnership. At a minimum, the General Partners shall cause the Partnership to annually deposit $9,600 1,000 from its Cash Flow into replacement reserves. To reserves until the reserve account has a balance of not less than $10,000 to the extent that Cash Flow (as determined before deduction of this reserve deposit) for any year shall be insufficient to make such deposit in full, the General Partners shall fund such shortfall from their own funds as a Subordinated Loan. Funding of replacement reserves may be suspended during any period when this account has a balance of at least $10,000, but must resume should said balance at any time drop below $10,000. (f) Each General Partner shall be bound by the Project Documents, and no additional General Partner shall be admitted if he, she or it has not first agreed to be bound by this Agreement (and assume the obligations of a General Partner hereunder) and by the Project Documents to the same extent and under the same terms as the other General Partners. (g) The General Partners shall take all actions necessary to ensure that the Investment Limited Partner receives the full amount of the Projected Credit, including, without limitation, the rental of apartments to Qualified Tenants appropriate tenants and the filing of annual certifications as may be required. In this regard, the General Partners shall, inter alia, cause (i) the Partnership to satisfy all requirements imposed from time to time under the Code with respect to rental levels and occupancy by Qualified Tenants qualified tenants by the close of the first year of the Credit Period so as to permit the Partnership to be entitled to the Tax Credit throughout the compliance period specified periodspecified in the Code, (ii) all dwelling units in the Apartment Complex Partnership Property to be leased for periods of not less than six months to persons satisfying the Rent Restriction Test,

Duties and Obligations. (a) The General Partners shall manage the affairs of the Partnership to the best of their ability, shall use their best efforts to carry out the purpose of the Partnership, and shall devote to the Partnership such time as may be necessary for the proper performance of their duties and the business of the Partnership. The General Partners shall promptly take all action which may be necessary or appropriate for the proper development, maintenance and operation of the Apartment Complex in accordance with the provisions of this Agreement, the Project Documents and applicable laws and regulations including, without limitation, funding the Construction and Development Fee to the extent Capital Contributions and Cash Flow are insufficient. The General Partners are responsible for the management and operation of the Partnership, including the oversight of the rent-up and operational stages of the Apartment Complex. (b) The General Partners shall use their best efforts to cause the Partnership to generate Cash Flow for distribution to the Partners at the maximum realizable level in view of (i) any applicable Agency RECD and other regulations, (ii) the Minimum Set- Set-Aside Test and (iii) the Rent Restriction Test, and, if necessary, the General Partners shall also use their best efforts to obtain approvals and implementation of appropriate adjustments in the rental schedule of the Apartment Complex. (c) The General Partners shall cause the Partnership to obtain and keep in force, during the term of the Partnership, comprehensive casualty insurance, including, but not limited to, fire and other risks generally included under "extended coverage" policies, workmen's compensation and public liability insurance in favor of the Partnership (i) with such companies and in such amounts as shall be satisfactory to the Lenders and any AgencyRECD, or, if the Apartment Complex is no longer subject to Lender or Agency RECD regulation or requirements, as shall be customary for apartment complexes similar to the Apartment Complex and (ii) in amounts which shall be (A) no less than those amounts which are customary in the area for apartment complexes similar to the Apartment Complex, (B) no less than such amounts as may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner from time to time, and (C) in any event, sufficient to prevent the Partnership from becoming a co-insurer under any such policies. No deductibles on such policies may exceed $1,000, without the prior written consent . The public liability insurance in favor of the Investment Limited Partner. The Partnership's fire and other casualty insurance Partnership shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 (of which up to $5,000,000 may be provided under an umbrella policy)1,000,000. Through the Completion Date, or such later date as may be required by the Construction Lender or any Agency RECD, the General Partners shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value of the Apartment Complex (excluding the value of the underlying land, the site utilities and the foundations) or (ii) such other amount as shall be required by any Agency RECD or the Construction Lender. Throughout the term of the Partnership, the General Partners shall provide copies of all such policies (or binders) to the Investment Limited Partner promptly after their receipt thereof. Upon the request of the Investment Limited Partner to the General Partners, the General Partners shall cause the applicable insurer to name the Investment Limited Partner as an "additional insured" on each Partnership insurance policy. (d) The obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a General Partner from the Partnership. (1e) The General Partners shall establish and maintain reasonable reserves to provide for working capital needs, improvements, replacements and any other contingencies of the Partnership. At a minimum, the General Partners shall cause the Partnership to annually deposit $9,600 6,842 from its Cash Flow into replacement reserves. To ; to the extent that Cash Flow (as determined before deduction of this reserve deposit) for any year shall be insufficient to make such deposit in full, the General Partners shall fund such shortfall from their own funds as a Subordinated Loan. Funding of replacement reserves may be suspended during any period when this account has a balance of not less than $68,420. (f) Each General Partner shall be bound by the Project Documents, and no additional General Partner shall be admitted if he, she or it has not first agreed to be bound by this Agreement (and assume the obligations of a General Partner hereunder) and by the Project Documents to the same extent and under the same terms as the other General Partners. (g) The General Partners shall take all actions necessary to ensure that the Investment Limited Partner receives the full amount of the Projected Credit, including, without limitation, the rental of apartments to Qualified Tenants appropriate tenants and the filing of annual certifications as may be required. In this regard, the General Partners shall, inter alia, cause (i) the Partnership to satisfy all requirements imposed from time to time under the Code with respect to rental levels and occupancy by Qualified Tenants qualified tenants by the close of the first year of the Credit Period and throughout the Compliance Period so as to permit the Partnership to be entitled to the Tax Credit throughout the compliance period Compliance Period so as to permit the Partnership to be entitled to the maximum available Tax Credit throughout the Compliance Period specified in the Code, (ii) the Partnership to comply with all State Tax Credit monitoring procedures, (iii) all dwelling units in the Apartment Complex to be leased for periods of not less than six months to persons satisfying the Rent Restriction Test,

Duties and Obligations. (a) The General Partners Partner shall manage the affairs of the Partnership to the best of their its ability, shall use their its best efforts to carry out the purpose of the Partnership, and shall devote to the Partnership such time as may be necessary for the proper performance of their its duties and the business of the Partnership. The General Partners Partner shall promptly take all action which may be necessary or appropriate for the proper development, construction, maintenance and operation of the Apartment Complex in accordance with the provisions of this Agreement, the Project Documents and any applicable laws and regulations including, without limitation, funding the Construction and Development Fee to the extent Capital Contributions and Cash Flow are insufficientRegulations. The General Partners are Partner is responsible for the management and operation of the Partnership, including the oversight of the rent-up and operational stages of the Apartment Complex. (b) The Subject to the provisions of Section 6.5(g), the General Partners Partner shall use their best its diligent good faith efforts to cause the Partnership to generate Cash Flow for distribution to the Partners at the maximum realizable level in view of (i) any applicable Agency and other regulationsRegulations, (ii) the Minimum Set- Set-Aside Test and Test, (iii) the Rent Restriction TestTest and (iv) the Projected Rents, and, if necessary, the General Partners Partner also shall also use their its best efforts to obtain approvals and implementation of appropriate adjustments in the rental schedule of the Apartment Complex. (c) The General Partners Partner shall cause the Partnership to obtain and keep in force, during the term of the Partnership, comprehensive casualty insurance, including, but not limited to, fire and other risks generally included under "extended coverage" policies, workmen's compensation and public liability insurance policies in favor of accordance with the Partnership (i) with such companies and in such amounts as shall be satisfactory to the Lenders and any Agency, or, if the Apartment Complex is no longer subject to Lender or Agency regulation or requirements, as shall be customary for apartment complexes similar to the Apartment Complex and (ii) in amounts which shall be (A) no less than those amounts which are customary in the area for apartment complexes similar to the Apartment Complex, (B) no less than such amounts as may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner from time to time, and (C) in any event, sufficient to prevent the Partnership from becoming a co-insurer under any such policies. No deductibles Insurance Requirements set forth on such policies may exceed $1,000, without the prior written consent of the Investment Limited Partner. The Partnership's fire and other casualty insurance shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 (of which up to $5,000,000 may be provided under an umbrella policy). Through the Completion Date, or such later date as may be required by the Construction Lender or any Agency , the General Partners shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value of the Apartment Complex (excluding the value of the underlying land, the site utilities and the foundations) or (ii) such other amount as shall be required by any Agency or the Construction LenderExhibit C hereto. Throughout the term of the Partnership, the General Partners Partner shall provide copies of all such policies (or binders) to the Investment Limited Partner promptly within thirty (30) days after their receipt thereof. Upon the request of the Investment Limited The General Partner to the General Partners, the General Partners shall cause the applicable insurer to name the Investment Limited Partner as an "additional insured" on each Partnership insurance policy. Each Partnership insurance policy shall include a provision requiring the insurance company to notify the Investment Limited Partner in writing no less than thirty (30) days prior to any cancellation, non-renewal or material change in the terms and conditions of coverage. The General Partner shall review regularly all of the Partnership and Apartment Complex insurance coverage to insure that it is adequate and continuing. In particular, the General Partner shall review at least annually the insurance coverage required by this Section 6.5(c) to insure that it is in an amount at least equal to the then current full replacement value of the Apartment Complex. Without limitation of the foregoing, the General Partner shall deliver to the Investment Limited Partner on or before the Admission Date one or more certificates or memoranda of insurance, in form reasonably acceptable to the Investment Limited Partner, evidencing, (i) the existence of the insurance policies and coverages specified on Exhibit C, (ii) that the Partnership and its Partners (including the Investment Limited Partner) are named insured on such policies, and (iii) that such insurance policies will not be cancelled by the insurers except within thirty (30) days' written notice to the Investment Limited Partner. From time to time following the Admission Date, the General Partner shall deliver to the Investment Limited Partner such further certificates or memoranda of insurance as the Investment Limited Partner may reasonably require to confirm that such insurance and notice provisions with respect to insurance under this Agreement have been complied with. (d) The If at any time there is more than one General Partner, the obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a General Partner from the Partnership. (1e) The General Partners Partner shall establish and maintain reasonable reserves (the "Replacement Reserve") to provide for working capital needs, improvements, replacements and any other contingencies of the Partnership. At a minimum, beginning on February 1, 2000, the General Partners Partner shall cause the Partnership to annually deposit $9,600 41,600 from its Cash Flow into replacement reserves. To the Replacement Reserve; to the extent that Cash Flow (as determined before deduction of this such reserve deposit) for any year Fiscal Year shall be insufficient to make such deposit in full, the General Partners Partner shall fund such shortfall from their its own funds as a Subordinated Loan. (f) Each General Partner shall be bound by the provisions of the Project Documents, and no additional General Partner shall be admitted if he, she or it has not first agreed to be bound by this Agreement (and assume the obligations of a General Partner hereunder) and by the Project Documents to the same extent and under the same terms as each of the other General Partners. (g) The General Partners Partner shall take all actions necessary appropriate to ensure that the Investment Limited Partner receives the full amount of the Projected Credit, including, without limitation, the rental of apartments to Qualified Tenants appropriate tenants and the filing of annual certifications as may be required. In this regard, the General Partners Partner shall, inter alia, cause (i) the Partnership to satisfy the Minimum Set-Aside Test, the Rent Restriction Test and all other requirements imposed from time to time under the Code with respect to rental levels and occupancy by Qualified Tenants qualified tenants by the close of the first year of the Credit Period and throughout the Compliance Period so as to permit the Partnership to be entitled to the maximum available Tax Credit throughout (ii) the compliance period specified in the CodePartnership to comply with all State Tax Credit monitoring procedures, (iiiii) all dwelling units in the Apartment Complex to be leased for initial periods of not less than six months to persons individuals satisfying the Rent Restriction Test,, (iv) the Partnership to make all appropriate Tax Credit elections in a timely fashion, and (v) all rental units in the Apartment Complex to be of equal quality with comparable amenities available to low-income tenants on a comparable basis without separate fees. (h) On or before the Admission Date, the General Partner shall provide to the Special Limited Partner either (i) an appraisal of the Apartment Complex prepared by a competent independent appraiser or (ii) completed FmHA Forms 1924-13 (estimate and certificate of actual cost) and 1930-7 (statement of budget, income and expense) or HUD project cost and budget analysis on Form 2264, or any successor FmHA or HUD form, any comparable form of a state or other Governmental Authority, including any applicable Credit Agency, setting forth estimates with respect to construction, rehabilitation and mortgage financing costs and initial rental income and operating expense figures for the Apartment Complex. (i) The General Partner shall (i) not store or dispose of (except in compliance with all laws, ordinances, and regulations pertaining thereto) any Hazardous Material at the Apartment Complex, or at or on any other Site or Vessel owned, occupied, or operated either by any General Partner, any Affiliate of a General Partner, or any Person for whose conduct any General Partner is or was responsible; (ii) neither directly nor indirectly transport or arrange for the transport of any Hazardous Material (except in compliance with all laws, ordinances, and regulations pertaining thereto); (iii) provide the Investment Limited Partner with written notice (x) upon any General Partner's obtaining knowledge of any potential or known release, or threat of release, of any Hazardous Material at or from the Apartment Complex or any other Site or Vessel owned, occupied, or operated by any General Partner, any Affiliate of a General Partner or any Person for whose conduct any General Partner is or was responsible or whose liability may result in a lien on the Apartment Complex; (y) upon any General Partner's receipt of any notice to such effect from any federal, state, or other Governmental Authority; and (z) upon any General Partner's obtaining knowledge of any incurrence of any expense or loss by any such government authority in connection with the assessment, containment, or removal of any Hazardous Material for which expense or loss any General Partner may be liable or for which expense or loss a lien may be imposed on the Apartment Complex. (j) The General Partner shall promptly request in writing of any Lender that such Lender cause the Special Limited Partner to be named as an "interested party" in the applicable Mortgage Loan Documents, so that such Lender will notify the Special Limited Partner of any default under the applicable Mortgage or the General Partner shall itself notify the Special Limited Partner of any such default. (k) The General Partner shall provide the Special Limited Partner with a true and accurate copy of each Bond Loan requisition and any supporting documents and information which has been submitted for approval by the Issuer or the Bank (whether submitted before or after the Admission Date). (l) The General Partner shall have a fiduciary responsibility for the safekeeping and use of all funds and assets of the Partnership, whether or not in its immediate possession or control. The General Partner shall not employ, or permit another to employ, such funds or assets in any manner except for the exclusive benefit of the Partnership. No General Partner shall contract away the fiduciary duty owed at common law to the Limited Partners.

Duties and Obligations. (a) The General Partners shall manage the affairs of the Partnership to the best of their ability, shall use their best efforts to carry out the purpose of the Partnership, and shall devote to the Partnership such time as may be necessary for the proper performance of their duties and the business of the Partnership. The General Partners shall promptly take all action which may be necessary or appropriate for the proper development, maintenance and operation of the Apartment Complex in accordance with the provisions of this Agreement, the Project Documents and applicable laws and regulations regulations, including, without limitation, funding the Construction and Development Fee to the extent Capital Contributions and Cash Flow are insufficient. The General Partners are responsible for the management and operation of the Partnership, including the oversight of the rent-up and operational stages of the Apartment Complex. (b) The General Partners shall use their best efforts to cause the Partnership to generate Cash Flow for distribution to the Partners at the maximum realizable level in view of (i) any applicable Agency and other regulations, (ii) the Minimum Set- Set-Aside Test and (iii) the Rent Restriction Test, and, if necessary, the General Partners shall also use their best efforts to obtain approvals and implementation of appropriate adjustments in the rental schedule of the Apartment Complex. (c) The General Partners shall cause the Partnership to obtain and keep in force, during the term of the Partnership, comprehensive casualty insurance, including, but not limited to, fire and other risks generally included under "extended coverage" policies, workmen's compensation and public liability insurance in favor of the Partnership (i) with such companies and in such amounts as shall be satisfactory to the Lenders and any Agency, or, if the Apartment Complex is no longer subject to Lender or Agency regulation or requirements, as shall be customary for apartment complexes similar to the Apartment Complex Complex, and (ii) in amounts which shall be (A) no less than those amounts which are customary in the area for apartment complexes similar to such as the Apartment Complex, (B) no less than such amounts as may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner from time to time, and (C) in any event, sufficient to prevent the Partnership from becoming a co-insurer under any such policies. No deductibles on such policies may exceed $1,000, without the prior written consent . The public liability insurance in favor of the Investment Limited Partner. The Partnership's fire and other casualty insurance Partnership shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 (of which up to $5,000,000 may be provided under an umbrella policy)1,000,000. Through the Completion Date, or such later date as may be required by the Construction Lender or any Agency Lender, the General Partners shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value of the Apartment Complex (excluding the value of the underlying land, the site utilities and the foundations) or (ii) such other amount as shall be required by any Agency or the Construction Lender. Throughout the term of the Partnership, the General Partners shall provide copies of all such policies (or binders) to the Investment Limited Partner promptly after their receipt thereof. Upon the request of the Investment Limited Partner to the General Partners, the General Partners shall cause the applicable insurer to name the Investment Limited Partner as an "additional insured" on each Partnership insurance policy. (d) The obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a General Partner from the Partnership. (1e) The General Partners shall establish and maintain reasonable reserves to provide for working capital needs, improvements, replacements and any other contingencies of the Partnership. At a minimum, the General Partners shall cause the Partnership to annually deposit $9,600 from its Cash Flow into replacement reserves. To the extent that Cash Flow (as determined before deduction of this reserve deposit) for any year shall be insufficient to make such deposit in full, the General Partners shall fund such shortfall from their own funds as a Subordinated Loan. (f) Each General Partner shall be bound by the Project Documents, and no additional General Partner shall be admitted if he, she or it has not first agreed to be bound by this Agreement (and assume the obligations of a General Partner hereunder) and by the Project Documents to the same extent and under the same terms as the other General Partners. (g) The General Partners shall take all actions necessary to ensure that the Investment Limited Partner receives the full amount of the Projected Credit, including, without limitation, the rental of apartments to Qualified Tenants appropriate tenants and the filing of annual certifications as may be required. In this regard, the General Partners shall, inter alia, cause (i) the Partnership to satisfy all requirements imposed from time to time under the Code with respect to rental levels and occupancy by Qualified Tenants qualified tenants by the close of the first year of the Credit Period and throughout the Compliance Period so as to permit the Partnership to be entitled to the maximum available Tax Credit throughout the compliance period specified in the CodeCredit, (ii) the Partnership to comply with all State Tax Credit monitoring procedures, (iii) all dwelling units in the Apartment Complex to be leased for periods of not less than six months to persons satisfying the Rent Restriction Test,

Duties and Obligations. (a) The General Partners shall manage the affairs of the Partnership to the best of their ability, shall use their best efforts to carry out the purpose of the Partnership, and shall devote to the Partnership such time as may be necessary for the proper performance of their duties and the business of the Partnership. The General Partners shall promptly take all action which may be necessary or appropriate for the proper development, maintenance and operation of the Apartment Complex in accordance with the provisions of this Agreement, the Project Documents and applicable laws and regulations including, without limitation, funding the Construction and Development Fee to the extent Capital Contributions and Cash Flow are insufficient. The General Partners are responsible for the management and operation of the Partnership, including the oversight of the rent-up and operational stages of the Apartment Complex. (b) The General Partners shall use their best efforts to cause the Partnership to generate Cash Flow for distribution to the Partners at the maximum realizable level in view of (i) any applicable Agency FmHA and other regulations, (ii) the Minimum Set- Set-Aside Test and (iii) the Rent Restriction Test, and, if necessary, the General Partners shall also use their best efforts to obtain approvals and implementation of appropriate adjustments in the rental schedule of the Apartment Complex. (c) The General Partners shall cause the Partnership to obtain and keep in force, during the term of the Partnership, comprehensive casualty insurance, including, but not limited to, to fire and other risks generally included under "extended coverage" policies, workmen's compensation and public liability insurance in favor of the Partnership (i) with such companies and in such amounts as shall be satisfactory to the Lenders and any AgencyFmHA, or, if the Apartment Complex is no longer subject to Lender or Agency FmHA regulation or requirements, as shall be customary for apartment complexes similar to the Apartment Complex Complex, and (ii) in amounts which shall be (A) no less than those amounts which are customary in the area for apartment complexes similar to such as the Apartment Complex, (B) no less than such amounts as may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner from time to time, and (C) in any event, sufficient to prevent the Partnership from becoming a co-insurer under any such policies. No deductibles on such policies may exceed $1,000, without the prior written consent . The public liability insurance in favor of the Investment Limited Partner. The Partnership's fire and other casualty insurance Partnership shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 (of which up to $5,000,000 may be provided under an umbrella policy)6,000,000. Through the Completion Date, or such later date as may be required by the Construction Lender or any Agency FmHA, the General Partners shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value of the Apartment Complex (excluding the value of the underlying land, the site utilities and the foundationsFoundations) or (ii) such other amount as shall be required by any Agency FmHA or the Construction Lender. Throughout the term of the Partnership, the General Partners shall provide copies of all such policies (or binders) to the Investment Limited Partner promptly after their receipt thereof. Upon the request of the Investment Limited Partner to the General Partners, the General Partners shall cause the applicable insurer to name the Investment Limited Partner as an "additional insured" on each Partnership insurance policy. (d) The obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a General Partner from the Partnership. (1e) The General Partners shall establish and maintain reasonable reserves to provide for working capital needs, improvements, replacements and any other contingencies of the Partnership. At a minimum, the General Partners shall cause the Partnership to annually deposit up to $9,600 12,312 from its Cash Flow into replacement reserves. To ; to the extent that Cash Flow (as determined before deduction of this reserve deposit) for any year shall be insufficient to make such deposit in full, the General Partners shall fund such shortfall from their own funds as a Subordinated Loan. Funding of this account may be suspended in any period during which this account has a balance of $123,120. (f) Each General Partner shall be bound by the Project Documents, and no additional General Partner shall be admitted if he, she or it has not first agreed to be bound by this Agreement (and assume the obligations of a General Partner hereunder) and by the Project Documents to the same extent and under the same terms as the other General Partners. (g) The General Partners shall take all actions necessary to ensure that the Investment Limited Partner receives the full amount of the Projected Credit, including, without limitation, the rental of apartments to Qualified Tenants appropriate tenants and the filing of annual certifications as may be requiredcertifications, on a quarterly basis, that the Apartment Complex and its tenants are in compliance with all applicable federal and state requirements and regulations. In this regard, the General Partners shall, inter alia, cause (i) the Partnership to satisfy all requirements imposed from time to time under the Code with respect to rental levels and occupancy by Qualified Tenants by qualified tenants within twelve (12) months after the close of date that the first year of Apartment Complex is placed in service and throughout the Credit Compliance Period so as to permit the Partnership to be entitled to the maximum available Tax Credit throughout the compliance period specified in the CodeCredit, (ii) the Partnership to comply with all State Tax Credit monitoring procedures, (iii) all dwelling units in the Apartment Complex to be leased for periods of not less than six months to persons satisfying the Rent Restriction Test,

Duties and Obligations. (a) The General Partners shall manage the affairs of the Partnership to the best of their ability, shall use their best efforts to carry out the purpose of the Partnership, and shall devote to the Partnership such time as may be necessary for the proper performance of their duties and the business of the Partnership. The General Partners shall promptly take all action which may be necessary or appropriate for the proper development, maintenance and operation of the Apartment Complex in accordance with the provisions of this Agreement, the Project Documents and applicable laws and regulations including, without limitation, funding the Construction and Development Fee to the extent Capital Contributions and Cash Flow are insufficient. The General Partners are responsible for the management and operation of the Partnership, including the oversight of the rent-up and operational stages of the Apartment Complex. (b) The General Partners shall use their best efforts to cause the Partnership to generate Cash Flow for distribution to the Partners at the maximum realizable level in view of (i) any applicable Agency Lender, Authority, and other regulations, (ii) the Minimum Set- Set-Aside Test and (iii) the Rent Restriction Test, and, if necessary, the General Partners shall also use their best efforts to obtain approvals and implementation of appropriate adjustments in the rental schedule of the Apartment Complex. (c) The General Partners shall cause the Partnership to obtain and keep in force, during the term of the Partnership, comprehensive casualty insurance, including, but not limited to, fire and other risks generally included under "extended coverage" policies, workmen's compensation and public liability insurance in favor of the Partnership (i) with such companies and in such amounts as shall be satisfactory to the Lenders and FmHA and/or any AgencyAuthority, or, if the Apartment Complex is no longer subject to Lender FmHA or Agency Authority regulation or requirements, as shall be customary for apartment complexes similar to the Apartment Complex Complex, and (ii) in amounts which shall be (A) no less than those amounts which are customary in the area for apartment complexes similar to such as the Apartment Complex, (B) in the case of the "extended coverage" portion, no less than the full replacement value of the Apartment Complex, (C) no less than such amounts as may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner from time to time, and (CD) in any event, sufficient to prevent the Partnership from becoming a co-insurer under any such policies. No deductibles on such policies may exceed $1,000, without the prior written consent . The public liability insurance in favor of the Investment Limited Partner. The Partnership's fire and other casualty insurance Partnership shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 (of which up to $5,000,000 may be provided under an umbrella policy). Through the Completion Date, or such later date as may be required by the Construction Lender or any Agency FmHA, the General Partners shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value of the Apartment Complex (excluding the value of the underlying land, the site utilities and the foundations) or (ii) such other amount as shall be required by any Agency FmHA or the Construction Lender. Throughout the term of the Partnership, the General Partners shall provide copies of all such policies (or binders) to the Investment Limited Partner promptly after their receipt thereof. Upon the request of the Investment Limited Partner to the General Partners, the General Partners shall cause the applicable insurer to name the Investment Limited Partner as an "additional insured" on each Partnership insurance policy. (d) The obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a General Partner from the Partnership. (1e) The General Partners shall establish and maintain reasonable reserves to provide for working capital needs, improvements, replacements and any other contingencies of the Partnership. At a minimum, the General Partners shall cause the Partnership to annually deposit $9,600 14,060 from its Cash Flow into replacement reserves. To ; to the extent that Cash Flow (as determined before deduction of this reserve deposit) for any year shall be insufficient to make such deposit in full, the General Partners shall fund such shortfall from their own funds as a Subordinated Loan. (f) Each General Partner shall be bound by the Project Documents, and no additional General Partner shall be admitted if he, she or it has not first agreed to be bound by this Agreement (and assume the obligations of a General Partner hereunder) and by the Project Documents to the same extent and under the same terms as the other General Partners. (g) The General Partners shall take all actions necessary to ensure that the Investment Limited Partner receives the full amount of the Projected Credit, including, without limitation, the rental of apartments to Qualified Tenants and the filing of annual certifications as may be required. In this regard, the General Partners shall, inter alia, cause (i) the Partnership to satisfy all requirements imposed from time to time under the Code with respect to rental levels and occupancy by Qualified Tenants by the close of the first year of the Credit Period and throughout the Compliance Period so as to permit the Partnership to be entitled to the maximum available Tax Credit throughout the compliance period specified in the CodeCredit, (ii) the Partnership to comply with all dwelling State Tax Credit monitoring procedures, (iii) all Low-Income Apartment Units to be leased to Qualified Tenants, (iv) the Partnership to make all appropriate Tax Credit elections in a timely fashion, and (iv) all rental units in the Apartment Complex to be leased available to the general public and to be of equal quality with comparable amenities available to low-income tenants on a comparable basis without separate fees. (h) On or before the Admission Date, the General Partners shall provide to the Investment Limited Partner either (i) an appraisal of the Apartment Complex prepared by a competent independent appraiser or (ii) completed FmHA Forms 1924-13 (estimate and certificate of actual cost) and 1930-7 (statement of budget, income and expense) or HUD project cost and budget analysis on Form 2264, or any successor FmHA or HUD form, any comparable form of a state or other governmental agency, including any applicable Tax Credit allocation agency, setting forth estimates with respect to construction and mortgage financing costs and initial rental income and operating expense figures for periods the Apartment Complex. (i) The General Partners shall (i) not store (except in compliance with all laws, ordinances, and regulations pertaining thereto) or dispose of not any Hazardous Material at the Apartment Complex, or at or on any other Site or Vessel owned, occupied, or operated either by any General Partner, any Affiliate of a General Partner, or any Person for whose conduct any General Partner is or was responsible; (ii) neither directly nor indirectly transport or arrange for the transport of any Hazardous Material (except in compliance with all laws, ordinances, and regulations pertaining thereto); (iii) provide the Investment Limited Partner with written notice (x) upon any General Partner's obtaining knowledge of any potential or known release, or threat of release, of any Hazardous Material at or from the Apartment Complex or any other Site or Vessel owned, occupied, or operated by any General Partner, any Affiliate of a General Partner or any Person for whose conduct any General Partner is or was responsible or whose liability may result in a lien on the Apartment Complex; (y) upon any General Partner's receipt of any notice to such effect from any Federal, state, or other governmental authority; and (z) upon any General Partner's obtaining knowledge of any incurrence of any expense or loss by any such governmental authority in connection with the assessment, containment, or removal of any Hazardous Material for which expense or loss any General Partner may be liable or for which expense or loss a lien may be imposed on the Apartment Complex. (j) The General Partners shall request in writing of FmHA that FmHA cause the Investment Limited Partner to be named as an "interested party" in the Permanent Mortgage documents, so that FmHA will notify the Investment Limited Partner of any default or other problem under the Permanent Mortgage. (k) The General Partners shall provide to the Special Limited Partner, for its approval and written consent, prior to execution, a copy of the Extended Use Agreement to be entered into between the Partnership and the Authority. (l) Upon any reduction in the Capital Contribution of the Investment Partner, the General Partner shall file with the State an amendment to the Certificate pursuant to the requirements of the Uniform Act. (m) Within thirty (30) days following the Admission Date, the General Partners shall submit to Boston Capital evidence of the Partnership's engagement of Accountants, who have been approved by the Investment Limited Partner, to be responsible for the Partnership's audit and tax matter reporting obligations under Section 12.7 hereof. (n) In accordance with the Reservation of Tax Credits between the Authority and the Partnership dated July 21, 1995, the General Partners shall cause the Partnership to satisfy the Authority's requirement that 100% of the units in the Apartment Complex must be occupied by individuals with incomes equal to 50% or less than six months of area median income as adjusted for family size. (o) Prior to persons satisfying the Rent Restriction Test,Construction Mortgage Closing, the General Partners, pursuant to Section 4 of the FmHA Loan Agreement, shall deposit $74,000 with FmHA.

Duties and Obligations. Relating to the Apartment Complex and the Partnership. The General Partner shall have the following duties and obligations with respect to the Apartment Complex and the Partnership: (a) The General Partners all requirements shall manage be met which are necessary to obtain or achieve (i) compliance with the affairs of Minimum Set-Aside Test, the Partnership to the best of their ability, shall use their best efforts to carry out the purpose of the PartnershipRent Restriction Test, and shall devote to the Partnership such time as may be any other requirements necessary for the proper performance Apartment Complex to initially qualify, and to continue to qualify, for Tax Credits, including all requirements set forth in the Extended Use Commitment, (ii) issuance of their duties all necessary certificates of occupancy, including all governmental approvals required to permit occupancy of all of the apartment units in the Apartment Complex, (iii) Initial Closing and Final Closing, and (iv) compliance with all provisions of the Project Documents; (b) while conducting the business of the Partnership. The General Partners , it shall promptly take all action not act in any manner which may it knows or should have known after due inquiry will (i) cause the termination of the Partnership for federal income tax purposes without the Consent of the Investment Partnership, or (ii) cause the Partnership to be necessary or appropriate treated for federal income tax purposes as an association taxable as a corporation; (c) the proper development, maintenance and operation Apartment Complex shall be managed upon Substantial Completion so that (i) no less than eighty per cent (80%) of the gross income from the Apartment Complex in accordance every year is rental income from dwelling units in the Apartment Complex used to provide living accommodations not on a transient basis, (ii) the rental of all units in the Apartment Complex complies with the provisions tenant income limitations and other restrictions under the Rent Restriction Test and as set forth in the Extended Use Commitment and all applicable documents entered into in connection with the Mortgage Loans, and (iii) one hundred percent (100%) of this Agreementthe units in the Apartment Complex are occupied or held for occupancy by individuals with incomes of sixty percent (60%) or less of area median income as adjusted for family size, and of that 100% at least forty percent (40%) of the Project Documents and applicable laws and regulations including, without limitation, funding units are occupied or held for occupancy by individuals with incomes of fifty percent (50%) or less of the Construction and Development Fee area median income as adjusted for family size; (d) the General Partner shall exercise good faith in all activities relating to the extent Capital Contributions and Cash Flow are insufficient. The General Partners are responsible for conduct of the management and operation business of the Partnership, including the oversight of the rent-up development, operation and operational stages maintenance of the Apartment Complex., and shall take no action with respect to the business and property of the Partnership which is not reasonably related to the achievement of the purpose of the Partnership; (be) The all of (i) the fixtures, maintenance supplies, tools, equipment and the like now and to be owned by the Partnership or to be appurtenant to, or to be used in the operation of the Apartment Complex, as well as (ii) the rents, revenues and profits earned from the operation of the Apartment Complex, will be free and clear of all security interests and encumbrances except for the Mortgage Loans and the Mortgages, and any additional security agreements executed in connection therewith; (f) the General Partners Partner will execute on behalf of the Partnership all documents necessary to elect, pursuant to Sections 732, 743 and 754 of the Code, to adjust the basis of the Partnership's property upon the request of the Investment Partnership, if, in the sole opinion of the Investment Partnership, such election would be advantageous to the Investment Partnership; (g) the General Partner shall use their best efforts guarantee payment by the Partnership of the Development Fee pursuant to Section 8.10; (h) the General Partner shall comply and cause the Partnership to generate Cash Flow comply with the provisions of all applicable governmental and contractual obligations; (i) the General Partner shall be responsible for distribution the payment of any fines or penalties imposed by the Agency or the Lender pursuant to the Partners at Project Documents and any documents executed in connection with obtaining Tax Credits (other than with respect to payments of principal or interest under the maximum realizable level in view Mortgage Loans from and after Final Closing); (j) the General Partner shall promptly notify the Investment Partnership of any written or oral notice of (i) any applicable Agency and default or failure of compliance with respect to the Mortgage Loans or any other regulationsfinancial, (ii) the Minimum Set- Aside Test and (iii) the Rent Restriction Test, and, if necessary, the General Partners shall also use their best efforts to obtain approvals and implementation of appropriate adjustments in the rental schedule of the Apartment Complex. (c) The General Partners shall cause the Partnership to obtain and keep in force, during the term of the Partnership, comprehensive casualty insurance, including, but not limited to, fire and other risks generally included under "extended coverage" policies, workmen's compensation and public liability insurance in favor contractual or governmental obligation of the Partnership or the General Partner (i) with such companies and in such amounts as shall be satisfactory to the Lenders and any Agency, orcase of the General Partner, if the Apartment Complex is no longer subject to Lender such default or Agency regulation or requirements, as shall be customary for apartment complexes similar to the Apartment Complex and (ii) in amounts which shall be (A) no less than those amounts which are customary in the area for apartment complexes similar to the Apartment Complex, (B) no less than such amounts as failure of compliance may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner from time to time, and (C) in any event, sufficient to prevent have a material adverse impact on the Partnership from becoming a co-insurer under any such policies. No deductibles on such policies may exceed $1,000or its operations), without the prior written consent of the Investment Limited Partner. The Partnership's fire and other casualty insurance shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 (of which up to $5,000,000 may be provided under an umbrella policy). Through the Completion Date, or such later date as may be required by the Construction Lender or any Agency , the General Partners shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value of the Apartment Complex (excluding the value of the underlying land, the site utilities and the foundations) or (ii) such other amount as shall be required by any Agency IRS proceeding regarding the Apartment Complex or the Construction Lender. Throughout Partnership; (k) the term General Partner shall, provide the Investment Partnership and BCTC 94, Inc. with such information and sign such documents as are necessary for the Investment Partnership and BCTC 94, Inc. to make timely, accurate and complete submissions of federal and state income tax returns; (l) within thirty (30) days following the Admission Date, the General Partner shall submit to Boston Capital evidence of the Partnership's engagement of Accountants, who have been approved by BCTC 94, Inc., to be responsible for the General Partners shall provide copies Partnership's audit and tax matter reporting obligations under Section 13.04 hereof. BCTC 94, Inc. hereby acknowledges that the accounting firm of all such policies (or binders) to Xxxxx & Company, Inc. is approved by BCTC 94, Inc. as the Investment Limited Partner promptly after their receipt thereof. Upon the request of the Investment Limited Partner to the General Partners, the General Partners shall cause the applicable insurer to name the Investment Limited Partner as an "additional insured" on each Partnership insurance policy. (d) The obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a General Partner from initial Accountant for the Partnership. (1m) The General Partners shall establish and maintain reasonable reserves to provide for working capital needs, improvements, replacements and any other contingencies of the Partnership. At a minimum, the General Partners shall cause the Partnership to annually deposit $9,600 from its Cash Flow into replacement reserves. To the extent that Cash Flow (as determined before deduction of this reserve deposit) for any year shall be insufficient to make such deposit in full, the General Partners shall fund such shortfall from their own funds as a Subordinated Loan. (f) Each General Partner shall be bound by the Project Documentsprovide to BCTC 94, Inc., for its approval and Consent, prior to execution and no additional General Partner shall be admitted if he, she or it has not first agreed to be bound by this Agreement (and assume later than the obligations of a General Partner hereunder) and by the Project Documents to the same extent and under the same terms as the other General Partners. (g) The General Partners shall take all actions necessary to ensure that the Investment Limited Partner receives the full amount of the Projected Credit, including, without limitation, the rental of apartments to Qualified Tenants and the filing of annual certifications as may be required. In this regard, the General Partners shall, inter alia, cause (i) the Partnership to satisfy all requirements imposed from time to time under the Code with respect to rental levels and occupancy by Qualified Tenants by the close end of the first year of the Credit Period so credit period as to permit the Partnership to be entitled to the Tax Credit throughout the compliance period specified defined in Section 42 of the Code, (ii) all dwelling units in a copy of the Apartment Complex Extended Use Commitment to be leased for periods of not less than six months to persons satisfying entered into between the Rent Restriction Test,Partnership and the Agency.

Duties and Obligations. (a) The General Partners shall manage the affairs of the Partnership to the best of their ability, shall use their best efforts to carry out the purpose of the Partnership, and shall devote to the Partnership such time as may be necessary for the proper performance of their duties and the business of the Partnership. The General Partners shall promptly take all action which may be necessary or appropriate for the proper development, maintenance and operation of the Apartment Complex in accordance with the provisions of this Agreement, the Project Documents and applicable laws and regulations including, without limitation, funding the Construction and Development Fee to the extent Capital Contributions and Cash Flow are insufficient. The General Partners are responsible for the management and operation of the Partnership, including the oversight of the rent-up and operational stages of the Apartment Complex. (b) The General Partners shall use their best efforts to cause the Partnership Part- nership to generate Cash Flow for distribution to the Partners at the maximum realizable level in view of (i) any applicable Agency and other regulations, (ii) the Minimum Set- Set-Aside Test and (iii) the Rent Restriction Test, and, if necessary, the General Partners shall also use their best efforts to obtain approvals and implementation of appropriate adjustments in the rental schedule of the Apartment Complex. (c) The General Partners shall cause the Partnership to obtain and keep in force, during the term of the Partnership, comprehensive casualty insurance, including, but not limited to, fire and other risks generally included under "extended coverage" policies, workmen's compensation and public liability insurance in favor of the Partnership (i) with such companies and in such amounts as shall be satisfactory to the Lenders and any Agency, or, if the Apartment Complex is no longer subject to Lender or Agency regulation or requirements, as shall be customary for apartment complexes similar to the Apartment Complex and (ii) in amounts which shall be (A) no less than those amounts which are customary in the area for apartment complexes similar to the Apartment Complex, (B) no less than such amounts as may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner from time to time, and (C) in any event, sufficient to prevent the Partnership from becoming a co-insurer under any such policies. No deductibles on such policies may exceed $1,000, without the prior written consent of the Investment Limited Partner. The Partnership's fire and other casualty insurance shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 (of which up to $5,000,000 may be provided under an umbrella policy). Through the Completion Date, or such later date as may be required by the Construction Lender or any Agency , the General Partners shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value of the Apartment Complex (excluding the value of the underlying land, the site utilities and the foundations) or (ii) such other amount as shall be required by any Agency or the Construction Lender. Throughout the term of the Partnership, the General Partners shall provide copies of all such policies (or binders) to the Investment Limited Partner promptly after their receipt thereof. Upon the request of the Investment Limited Partner to the General Partners, the General Partners shall cause the applicable insurer to name the Investment Limited Partner as an "additional insured" on each Partnership insurance policy. (d) The obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a General Partner from the Partnership. (1) The General Partners shall establish and maintain reasonable reserves re- serves to provide for working capital needs, improvements, replacements and any other contingencies of the Partnership. At a minimum, the General Partners shall cause the Partnership to annually deposit $9,600 4,800 from its Cash Flow into replacement reserves. To the extent that Cash Flow (as determined before deduction of this reserve deposit) for any year shall be insufficient to make such deposit in full, the General Partners shall fund such shortfall from their own funds as a Subordinated Loan. (2) In addition to the requirements of Section 6.5(e)(1), in order to meet operating expenses of the Partnership which exceed operating income available for the payment thereof, the General Partner shall deposit $7,500 from the proceeds of Cash Flow (pursuant to Clause Three of Section 10.2(a) hereof) into a segregated operating reserve account to secure the General Partner's obligation to fund operating expenses. To the extent Cash Flow is insufficient to fund such operating reserve, the Management Agent agrees to subordinate up to fifty (50%) of its contracted management compensation for that purpose pursuant to Article 11.D until such time as the above stated reserve is funded. Notwithstanding and in addition to the foregoing, however, if, at any time, the rate of interest charged on the Permanent Loan equals or exceeds ten and 75/100 (10.75%) percent per annum, the General Partner shall deliver to the Special Limited Partner, as an additional operating reserve, an irrevocable, unconditional letter of credit from a recognized commercial lending institution in the amount of $27,000. The aforesaid operating reserve funds and the letter of credit may only be released upon the approval of the Special Limited Partner. (f) Each General Partner shall be bound by the Project Documents, and no additional General Partner shall be admitted if he, she or it has not first agreed to be bound by this Agreement (and assume the obligations of a General Partner hereunder) and by the Project Documents to the same extent and under the same terms as the other General Partners. (g) The General Partners shall take all actions necessary to ensure that the Investment Limited Partner receives the full amount of the Projected Credit, including, without limitation, the rental of apartments to Qualified Tenants and the filing of annual certifications as may be required. In this regard, the General Partners shall, inter alia, cause (i) the Partnership to satisfy all requirements imposed from time to time under the Code with respect to rental levels and occupancy by Qualified Tenants by the close of the first year of the Credit Period so as to permit the Partnership to be entitled to the Tax Credit throughout the compliance period specified in the Code, (ii) all dwelling units in the Apartment Complex to be leased for periods of not less than six months to persons satisfying the Rent Restriction Test,

Duties and Obligations. Relating to the Apartment Complex and the Company. The Member-Manager shall have the following duties and obligations with respect to the Apartment Complex and the Company: (a) The General Partners all requirements shall manage the affairs of the Partnership be met which are necessary to the best of their ability, shall use their best efforts to carry out the purpose of the Partnership, and shall devote to the Partnership such time as may be necessary for the proper performance of their duties and the business of the Partnership. The General Partners shall promptly take all action which may be necessary obtain or appropriate for the proper development, maintenance and operation of the Apartment Complex in accordance with the provisions of this Agreement, the Project Documents and applicable laws and regulations including, without limitation, funding the Construction and Development Fee to the extent Capital Contributions and Cash Flow are insufficient. The General Partners are responsible for the management and operation of the Partnership, including the oversight of the rent-up and operational stages of the Apartment Complex. (b) The General Partners shall use their best efforts to cause the Partnership to generate Cash Flow for distribution to the Partners at the maximum realizable level in view of achieve (i) any applicable Agency and other regulations, (ii) compliance with the Minimum Set- Set-Aside Test and (iii) Test, the Rent Restriction Test, and, if necessary, the General Partners shall also use their best efforts to obtain approvals and implementation of appropriate adjustments in the rental schedule of the Apartment Complex. (c) The General Partners shall cause the Partnership to obtain and keep in force, during the term of the Partnership, comprehensive casualty insurance, including, but not limited to, fire and other risks generally included under "extended coverage" policies, workmen's compensation and public liability insurance in favor of the Partnership (i) with such companies and in such amounts as shall be satisfactory to the Lenders and any Agency, or, if other requirements necessary for the Apartment Complex is no longer subject to Lender or Agency regulation or requirementsinitially qualify, as shall be customary and to continue to qualify, for apartment complexes similar to Tax Credits, including all requirements set forth in the Apartment Complex and Extended Use Commitment, (ii) issuance of all necessary certificates of occupancy, including all governmental approvals required to permit occupancy of all of the apartment units in amounts which shall be (A) no less than those amounts which are customary in the area for apartment complexes similar to the Apartment Complex, (Biii) Initial Closing and Final Closing, and (iv) compliance with all provisions of the Project Documents; (b) while conducting the business of the Company, it shall not act in any manner which it knows or should have known after due inquiry will (i) cause the termination of the Company for federal income tax purposes without the Consent of the Investment Member, or (ii) cause the Company to be treated for federal income tax purposes as an association taxable as a corporation; (c) the Apartment Complex shall be managed upon Substantial Completion so that (i) no less than such amounts as may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner from time to time, and eighty percent (C80%) in any event, sufficient to prevent the Partnership from becoming a co-insurer under any such policies. No deductibles on such policies may exceed $1,000, without the prior written consent of the Investment Limited Partner. The Partnership's fire and other casualty insurance shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 (of which up to $5,000,000 may be provided under an umbrella policy). Through the Completion Date, or such later date as may be required by the Construction Lender or any Agency , the General Partners shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value of gross income from the Apartment Complex (excluding the value of the underlying land, the site utilities and the foundations) or (ii) such other amount as shall be required by any Agency or the Construction Lender. Throughout the term of the Partnership, the General Partners shall provide copies of all such policies (or binders) to the Investment Limited Partner promptly after their receipt thereof. Upon the request of the Investment Limited Partner to the General Partners, the General Partners shall cause the applicable insurer to name the Investment Limited Partner as an "additional insured" on each Partnership insurance policy. (d) The obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a General Partner every year is rental income from the Partnership. (1) The General Partners shall establish and maintain reasonable reserves to provide for working capital needs, improvements, replacements and any other contingencies of the Partnership. At a minimum, the General Partners shall cause the Partnership to annually deposit $9,600 from its Cash Flow into replacement reserves. To the extent that Cash Flow (as determined before deduction of this reserve deposit) for any year shall be insufficient to make such deposit in full, the General Partners shall fund such shortfall from their own funds as a Subordinated Loan. (f) Each General Partner shall be bound by the Project Documents, and no additional General Partner shall be admitted if he, she or it has not first agreed to be bound by this Agreement (and assume the obligations of a General Partner hereunder) and by the Project Documents to the same extent and under the same terms as the other General Partners. (g) The General Partners shall take all actions necessary to ensure that the Investment Limited Partner receives the full amount of the Projected Credit, including, without limitation, the rental of apartments to Qualified Tenants and the filing of annual certifications as may be required. In this regard, the General Partners shall, inter alia, cause (i) the Partnership to satisfy all requirements imposed from time to time under the Code with respect to rental levels and occupancy by Qualified Tenants by the close of the first year of the Credit Period so as to permit the Partnership to be entitled to the Tax Credit throughout the compliance period specified in the Code, (ii) all dwelling units in the Apartment Complex used to be leased for periods provide living accommodations not on a transient basis, (ii) the rental of not less than six months to persons satisfying all units in the Apartment Complex complies with the tenant income limitations and other restrictions under the Rent Restriction Test,Test and as set forth in the Extended Use Commitment and all applicable documents entered into in connection with the Mortgage Loan, and (iii) one hundred percent (100%) of the units in the Apartment Complex are occupied or held for occupancy by individuals with incomes of sixty percent (60%) or less of area median income as adjusted for family size; (d) the Member-Manager shall exercise good faith in all activities relating to the conduct of the business of the Company, including the development, operation and maintenance of the Apartment Complex, and shall take no action with respect to the business and property of the Company which is not reasonably related to the achievement of the purpose of the Company; (e) all of (i) the fixtures, maintenance supplies, tools, equipment and the like now and to be owned by the Company or to be appurtenant to, or to be used in the operation of the Apartment Complex, as well as (ii) the rents, revenues and profits earned from the operation of the Apartment Complex, will be free and clear of all security interests and encumbrances except for the Mortgage Loan and the Mortgages, and any additional security agreements executed in connection therewith; (f) the Member-Manager will execute on behalf of the Company all documents necessary to elect, pursuant to Sections 732, 743 and 754 of the Code, to adjust the basis of the Company's property upon the request of the Investment Member, if, in the sole opinion of the Investment Member, such election would be advantageous to the Investment Member and any such elections (including elections made at the direction or with the consent of the Investment Member) shall not reduce the obligations of the Member-Manager pursuant to Section 6.01(d); (g) the Member-Manager shall comply and cause the Company to comply with the provisions of all applicable governmental and contractual obligations; (h) the Member-Manager shall be responsible for the payment of any fines or penalties imposed by the Agency or the Lender pursuant to the Project Documents and any documents executed in connection with obtaining Tax Credits (other than with respect to payments of principal or interest under the Mortgage Loan from and after Final Closing); (i) the Member-Manager shall promptly notify the Investment Member of any written or oral notice of (i) any default or failure of compliance with respect to the Mortgage Loan or any other financial, contractual or governmental obligation of the Company or the Member- Manager (in the case of the Member-Manager, if such default or failure of compliance may have a material adverse impact on the Company or its operations), or (ii) any IRS proceeding regarding the Apartment Complex or the Company; (j) the Member-Manager shall, during and after the period in which it is a Member, provide the Company with such information and sign such documents as are necessary for the Company to make timely, accurate and complete submissions of federal and state income tax returns; (k) within thirty (30) days following the Admission Date, the Member-Manager shall submit to Boston Capital evidence of the Company's engagement of Accountants, who have been approved by BCTC 94, Inc., to be responsible for the Company's audit and tax matter reporting obligations under Section 14.04 hereof. BCTC 94, Inc. hereby acknowledges that the accounting firm of Xxxxxx Xxxxxx, CPA is approved by BCTC 94, Inc. as the initial Accountant for the Company. (l) the Member-Manager shall provide to BCTC 94, Inc., for its approval and Consent, prior to execution, a copy of the Extended Use Commitment to be entered into between the Company and the Agency. (m) the Member-Manager guarantees that Substantial Completion will occur no later than 15 months after Initial Closing and Final Closing will occur no later than three months thereafter.

Duties and Obligations. (a) The General Partners shall manage the affairs of the Partnership to the best of their ability, shall use their best efforts to carry out the purpose of the Partnership, and shall devote to the Partnership such time as may be necessary for the proper performance of their duties and the business of the Partnership. The General Partners shall promptly take all action which may be necessary or appropriate for the proper development, maintenance and operation of the Apartment Complex in accordance with the provisions of this Agreement, the Project Documents and applicable laws and regulations including, without limitation, funding the Construction and Development Fee to the extent Capital Contributions and Cash Flow are insufficient. The General Partners are responsible for the management and operation of the Partnership, including the oversight of the rent-up and operational stages of the Apartment Complex. (b) The General Partners shall use their best efforts to cause the Partnership Part- nership to generate Cash Flow for distribution to the Partners at the maximum realizable level in view of (i) any applicable Agency FmHA and other regulations, (ii) the Minimum Set- Set-Aside Test and (iii) the Rent Restriction Test, and, if necessary, the General Partners shall also use their best efforts to obtain approvals and implementation of appropriate adjustments in the rental schedule of the Apartment Complex. (c) The General Partners shall cause the Partnership to obtain and keep in force, during the term of the Partnership, comprehensive casualty insurance, including, but not limited to, fire and other risks generally included under "extended coverage" policies, workmen's compensation and public liability insurance in favor of the Partnership (i) with such companies and in such amounts as shall be satisfactory to the Lenders and any AgencyFmHA, or, if the Apartment Complex is no longer subject to Lender or Agency FmHA regulation or requirements, as shall be customary for apartment complexes similar to the Apartment Complex and (ii) in amounts which shall be (A) no less than those amounts which are customary in the area for apartment complexes similar to the Apartment Complex, (B) no less than such amounts as may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner from time to time, and (C) in any event, sufficient to prevent the Partnership from becoming a co-insurer under any such policies. No deductibles on such policies may exceed $1,000, without the prior written consent of the Investment Limited Partner5,000. The Partnership's fire and other casualty insurance shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 (of which up to $5,000,000 may be provided under an umbrella policy). Through the Completion Date, or such later date as may be required by the Construction Lender or any Agency FmHA, the General Partners shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value of the Apartment Complex (excluding the value of the underlying land, the site utilities and the foundations) or (ii) such other amount as shall be required by any Agency FmHA or the Construction Lender. Throughout the term of the Partnership, the General Partners shall provide copies of all such policies (or binders) to the Investment Limited Partner promptly after their receipt thereof. Upon the request of the Investment Limited Partner to the General Partners, the General Partners shall cause the applicable insurer to name the Investment Limited Partner as an "additional insured" on each Partnership insurance policy. (d) The obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a General Partner from the Partnership. (1) The General Partners shall establish and maintain reasonable reserves re- serves to provide for working capital needs, improvements, replacements and any other contingencies of the Partnership. At a minimum, the General Partners shall cause the Partnership to annually deposit $9,600 8,552 from its Cash Flow into replacement reserves. To reserves until fully funded at $85,520; to the extent that Cash Flow (as determined before deduction of this reserve deposit) for any year shall be insufficient to make such deposit in full, the General Partners shall fund such shortfall from their own funds as a Subordinated Loan. (f) Each General Partner shall be bound by the Project Documents, and no additional General Partner shall be admitted if he, she or it has not first agreed to be bound by this Agreement (and assume the obligations of a General Partner hereunder) and by the Project Documents to the same extent and under the same terms as the other General Partners. (g) The General Partners shall take all actions necessary to ensure that the Investment Limited Partner receives the full amount of the Projected Credit, including, without limitation, the rental of apartments to Qualified Tenants appropriate tenants and the filing of annual certifications as may be required. In this regard, the General Partners shall, inter alia, cause (i) the Partnership to satisfy all requirements imposed from time to time under the Code with respect to rental levels and occupancy by Qualified Tenants qualified tenants by the close of the first year of the Credit Period and throughout the Compliance Period so as to permit the Partnership to be entitled to the Tax Credit throughout the compliance period specified in Compliance Period so as to permit the CodePartnership to be entitled to the maximum available Tax Credit, (ii) the Partnership to comply with all State Tax Credit monitoring procedures, (iii) all dwelling units in the Apartment Complex to be leased for periods of not less than six months to persons satisfying the Rent Restriction Test,

Duties and Obligations. (a) The General Partners shall manage the affairs of the Partnership to the best of their ability, shall use their best efforts to carry out the purpose of the Partnership, and shall devote to the Partnership such time as may be necessary for the proper performance of their duties and the business of the Partnership. The General Partners shall promptly take all action which may be necessary or appropriate for the proper development, maintenance and operation of the Apartment Complex in accordance with the provisions of this Agreement, the Project Documents and applicable laws and regulations including, without limitation, funding the Construction and Development Fee to the extent Capital Contributions and Cash Flow are insufficient. The General Partners are shall be responsible for the management and operation of the Partnership, including the oversight of the rent-up and operational stages of the Apartment Complex. (b) The General Partners shall use their best efforts to cause the Partnership to generate Cash Flow for distribution to the Partners at the maximum realizable level in view of (i) any applicable Agency and other regulations, (ii) the Minimum Set- Set-Aside Test and (iii) the Rent Restriction Test, and, if necessary, the General Partners shall also use their best efforts to obtain approvals and implementation of appropriate adjustments in the rental schedule of the Apartment Complex. (c) The General Partners shall cause the Partnership to obtain and keep in force, during the term of the Partnership, comprehensive casualty insurance, including, but not limited to, fire and other risks generally included under "extended extended" coverage" , policies, workmen's compensation and public liability insurance in favor of the Partnership (i) with such companies and in such amounts as shall be satisfactory to the Lenders and any Agency, or, if the Apartment Complex is no longer subject to Lender or Agency regulation or requirements, as shall be customary for apartment complexes similar to the Apartment Complex and (ii) in amounts which shall be (A) no less than those amounts which are customary in the area for apartment complexes similar to the Apartment Complex, (B) in the case of the "extended coverage, portion, no less than the full original replacement value of the Apartment Complex, (C) no less than such amounts as may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner from time to time, and (CD) in any event, sufficient to prevent the Partnership from becoming a co-insurer under any such policies. No deductibles on such policies may exceed $1,000, without the prior written consent . The public liability insurance in favor of the Investment Limited Partner. The Partnership's fire and other casualty insurance Partnership shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 (of which up to $5,000,000 may be provided under an umbrella policy)5,000,000. Through the Completion Date, or such later date as may be required by the Construction Lender or any Agency Agency, the General Partners shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value of the Apartment Complex (excluding the value of the underlying land, the site utilities and the foundations) or (ii) such other amount as shall be required by any Agency or the Construction Lender. Throughout the term of the Partnership, the General Partners shall provide copies of all such policies (or binders) to the Investment Limited Partner promptly after their receipt thereofthereof or upon request but no less frequently than annually. Upon the request of the Investment Limited Partner to the General Partners, the General Partners shall cause the applicable insurer to name the Investment Limited Partner as an "additional insured" on each Partnership insurance policy. (d) The obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a General Partner from the Partnership. (1e) The General Partners shall establish and maintain reasonable reserves to provide for working capital needs, improvements, replacements and any other contingencies of the Partnership. At a minimum, the General Partners shall cause the Partnership to annually deposit $9,600 11,437 from its Cash Flow into replacement reserves. To ; to the extent that Cash Flow (as determined before deduction of this reserve deposit) for any year shall be insufficient to make such deposit in full, the General Partners shall fund such shortfall from their own funds as a Subordinated Loan. (f) Each Loan during the operating deficit period. The General Partner Partners' obligation to so fund the replacement reserve shall be bound by the Project Documents, and no additional General Partner shall be admitted if he, she or it has not first agreed to be bound by this Agreement (and assume the obligations of a General Partner hereunder) and by the Project Documents to the same extent and under the same terms as the other General Partnerssuspended when said reserves total $114,370. (g) The General Partners shall take all actions necessary to ensure that the Investment Limited Partner receives the full amount of the Projected Credit, including, without limitation, the rental of apartments to Qualified Tenants and the filing of annual certifications as may be required. In this regard, the General Partners shall, inter alia, cause (i) the Partnership to satisfy all requirements imposed from time to time under the Code with respect to rental levels and occupancy by Qualified Tenants by the close of the first year of the Credit Period so as to permit the Partnership to be entitled to the Tax Credit throughout the compliance period specified in the Code, (ii) all dwelling units in the Apartment Complex to be leased for periods of not less than six months to persons satisfying the Rent Restriction Test,

Duties and Obligations. (a) The General Partners shall manage the affairs of the Partnership to the best of their ability, shall use their best efforts to carry out the purpose of the Partnership, and shall devote to the Partnership such time as may be necessary for the proper performance of their duties and the business of the Partnership. The General Partners shall promptly take all action which may be necessary or appropriate for the proper development, maintenance and operation of the Apartment Complex in accordance with the provisions of this Agreement, the Project Documents and applicable laws and regulations including, without limitation, funding the Construction and Development Fee to the extent Capital Contributions and Cash Flow are insufficient. The General Partners are responsible for the management and operation of the Partnership, including the oversight of the rent-up and operational stages of the Apartment Complex. (b) The General Partners shall use their best efforts to cause the Partnership to generate Cash Flow for distribution to the Partners at the maximum realizable level in view of (i) any applicable Agency and other regulations, (ii) all Lender requirements, (iii) the Minimum Set- Set-Aside Test and (iiiiv) the Rent Restriction Test, and, if necessary, the General Partners shall also use their best efforts to obtain approvals and implementation of appropriate adjustments in the rental schedule of the Apartment Complex. (c) The General Partners shall cause the Partnership to obtain and keep in force, during the term of the Partnership, comprehensive casualty insurance, including, but not limited to, to fire and other risks generally included under "extended coverage" policies, workmen's compensation and public liability insurance in favor of the Partnership (i) with such companies and in such amounts as shall be satisfactory to the Lenders each Agency and any AgencyLender, or, if the Apartment Complex is no longer subject to Agency or Lender or Agency regulation or requirements, as shall be customary for apartment complexes similar to such as the Apartment Complex and (ii) in amounts which shall be (A) no less than those amounts which are customary in the area for apartment complexes similar to the Apartment Complex, (B) no less than such amounts as may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner Partners from time to time, and (C) in any event, sufficient to prevent the Partnership from becoming a co-insurer under any such policies. No deductibles on such policies may exceed $1,000, without the prior written consent . The public liability insurance in favor of the Investment Limited Partner. The Partnership's fire and other casualty insurance Partnership shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 (of which up to $5,000,000 may be provided under an umbrella policy)5,000,000. Through the Completion Date, or such later date as may be required by the Construction Lender or any Agency Lender, the General Partners shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value of the Apartment Complex (excluding the value of the underlying land, the site utilities and the foundations) or (ii) such other amount as shall be required by any Agency or the Construction Lender. Throughout the term of the Partnership, the General Partners shall provide copies of all such policies (or binders) to the Investment Limited Partner promptly after their receipt thereof. Upon the request of the Investment Limited Partner to the General Partners, the General Partners shall cause the applicable insurer to name the Investment Limited Partner as an "additional insured" on each Partnership insurance policy. (d) The obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a General Partner from the Partnership. (1) The General Partners shall establish and maintain reasonable reserves to provide for working capital needs, improvements, replacements and any other contingencies of the Partnership. At a minimum, beginning at the time of Permanent Mortgage Commencement, the General Partners shall cause the Partnership to annually deposit $9,600 15,000 from its Cash Flow into replacement reserves. To ; to the extent that Cash Flow (as determined before deduction of this reserve deposit) for any year shall be insufficient to make such deposit in full, the General Partners shall fund such shortfall from their own funds as a Subordinated Loan. (2) In addition to the requirements of Section 6.5(e)(1), in order to meet operating expenses of the Partnership which exceed operating income available for the payment thereof as required by Section 6.10 herein, the General Partners (or their designee), in their capacity as the recipient of the Construction and Development Fee, shall deposit a total of $97,029, $40,000 from the proceeds of the portion of the Construction and Development Fee which is payable from the proceeds of the First Installment, $50,000 from the proceeds of the portion of the Construction and Development Fee which is payable from the proceeds of the Second Installment and $7,029 from the proceeds of the Construction and Development Fee which is payable from the proceeds of the Third Installment into a segregated reserve account in the names of the General Partner and Boston Capital to secure the General Partner's obligation to fund operating expenses. Any funds utilized from such reserve to pay Partnership operating expenses shall constitute Subordinated Loans. Any funds in excess of $48,514 remaining in this reserve at the time of achievement of Breakeven shall be returned to the General Partners. All funds remaining in the reserve account will be returned to the General Partners only after Permanent Mortgage Commencement and on the date upon which the Apartment Complex has achieved twelve months of an aggregate debt service ratio of 1.15 or better. The twelve months of 1.15 debt service coverage may commence prior to Permanent Mortgage Commencement, although unused funds may not be released prior to Permanent Mortgage Commencement. For purposes of calculating the debt service-coverage ratio, the Permanent Mortgage debt service will be used and expenses shall include all accrued operating expenses, reserves required pursuant to Section 6.5(e)(1) herein and a ratable portion of the amount of these expenses which might reasonably be expected to be incurred during a full stabilized annual period of operation. (f) Each General Partner shall be bound by the Project Documents, and no additional General Partner shall be admitted if he, she or it has not first agreed to be bound by this Agreement (and assume the obligations of a General Partner hereunder) and by the Project Documents to the same extent and under the same terms as the other General Partners. (g) The General Partners shall take all actions necessary to ensure that the Investment Limited Partner receives Partners receive the full amount of the Projected Credit, including, without limitation, the rental of apartments to Qualified Tenants appropriate tenants and the filing of annual certifications as may be required. In this regard, the General Partners shall, inter alia, cause (i) the Partnership to satisfy all requirements imposed from time to time under the Code with respect to rental levels and occupancy by Qualified Tenants by qualified tenants within twelve (12) months after the close of date that the first year of the Credit Period Apartment Complex is placed in service so as to permit the Partnership to be entitled to the Tax Credit throughout the compliance period specified in the Code, (ii) the Partnership to comply with all State Tax Credit monitoring procedures, (iii) all dwelling units in the Apartment Complex to be leased for periods of not less than six months to persons satisfying the Rent Restriction Test,

Duties and Obligations. Relating to the Apartment Complex and the Partnership. The General Partner shall have the following duties and obligations with respect to the Apartment Complex and the Partnership: (a) The General Partners all requirements shall manage be met which are necessary to obtain or achieve (i) compliance with the affairs of Minimum Set-Aside Test, the Partnership to HOME Set-Aside Test, the best of their ability, shall use their best efforts to carry out the purpose of the PartnershipRent Restriction Test, and shall devote to the Partnership such time as may be any other requirements necessary for the proper performance Apartment Complex to initially qualify, and to continue to qualify, for Tax Credits, (ii) issuance of their duties all necessary certificates of occupancy, including all governmental approvals required to permit occupancy of all of the apartment units in the Apartment Complex, (iii) Initial Closing and Final Closing, and (iv) compliance with all provisions of the Project Documents; (b) while conducting the business of the Partnership. The General Partners , it shall promptly take all action not act in any manner which may it knows or should have known after due inquiry will (i) cause the termination of the Partnership for federal income tax purposes without the Consent of the Investment Partnership, or (ii) cause the Partnership to be necessary or appropriate treated for federal income tax purposes as an association taxable as a corporation; (c) the proper development, maintenance and operation Apartment Complex shall be managed upon Substantial Completion so that (i) no less than eighty per cent (80%) of the gross income from the Apartment Complex in accordance every year is rental income from dwelling units in the Apartment Complex used to provide living accommodations not on a transient basis; and (ii) the rental of all units in the Apartment Complex comply with the provisions of this tenant income limitations and other restrictions under the Rent Restriction Test and as set forth in the Regulatory Agreement, the Project Documents and applicable laws and regulations including, without limitation, funding the Construction and Development Fee ; (d) it shall exercise good faith in all activities relating to the extent Capital Contributions and Cash Flow are insufficient. The General Partners are responsible for conduct of the management and operation business of the Partnership, including the oversight of the rent-up development, operation and operational stages maintenance of the Apartment Complex. (b) The General Partners , and it shall use their best efforts take no action with respect to cause the business and property of the Partnership to generate Cash Flow for distribution which is not reasonably related to the Partners at the maximum realizable level in view of (i) any applicable Agency and other regulations, (ii) the Minimum Set- Aside Test and (iii) the Rent Restriction Test, and, if necessary, the General Partners shall also use their best efforts to obtain approvals and implementation of appropriate adjustments in the rental schedule achievement of the Apartment Complex. (c) The General Partners shall cause the Partnership to obtain and keep in force, during the term purpose of the Partnership, comprehensive casualty insurance, including, but not limited to, fire and other risks generally included under "extended coverage" policies, workmen's compensation and public liability insurance in favor of the Partnership ; (ie) with such companies and in such amounts as shall be satisfactory to the Lenders and any Agency, or, if the Apartment Complex is no longer subject to Lender or Agency regulation or requirements, as shall be customary for apartment complexes similar to the Apartment Complex and (ii) in amounts which shall be (A) no less than those amounts which are customary in the area for apartment complexes similar to the Apartment Complex, (B) no less than such amounts as may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner from time to time, and (C) in any event, sufficient to prevent the Partnership from becoming a co-insurer under any such policies. No deductibles on such policies may exceed $1,000, without the prior written consent of the Investment Limited Partner. The Partnership's fire and other casualty insurance shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 (of which up to $5,000,000 may be provided under an umbrella policy). Through the Completion Date, or such later date as may be required by the Construction Lender or any Agency , the General Partners shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value fixtures, maintenance supplies, tools, equipment and the like now and to be owned by the Partnership or to be appurtenant to, or to be used in the operation of the Apartment Complex (excluding the value of the underlying landComplex, the site utilities and the foundations) or as well as (ii) such other amount as shall the rents, revenues and profits earned from the operation of the Apartment Complex, will be required by free and clear of all security interests and encumbrances except for the First Mortgage Loan and the First Mortgage and the Second Mortgage Loan and the Second Mortgage, and any Agency or additional security agreements executed in connection therewith; (f) it will execute on behalf of the Construction Lender. Throughout Partnership all documents necessary to elect, pursuant to Sections 732, 743 and 754 of the term Code, to adjust the basis of the Partnership's property upon the request of BCTC 94, if, in the General Partners shall provide copies sole opinion of all BCTC 94, such policies (or binders) election would be advantageous to the Investment Limited Partner promptly after their receipt thereof. Upon the request of the Investment Limited Partner to the General Partners, the General Partners shall cause the applicable insurer to name the Investment Limited Partner as an "additional insured" on each Partnership insurance policy. (d) The obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a General Partner from the Partnership. (1) The General Partners shall establish and maintain reasonable reserves to provide for working capital needs, improvements, replacements and any other contingencies of the Partnership. At a minimum, the General Partners shall cause the Partnership to annually deposit $9,600 from its Cash Flow into replacement reserves. To the extent that Cash Flow (as determined before deduction of this reserve deposit) for any year shall be insufficient to make such deposit in full, the General Partners shall fund such shortfall from their own funds as a Subordinated Loan. (f) Each General Partner shall be bound by the Project Documents, and no additional General Partner shall be admitted if he, she or it has not first agreed to be bound by this Agreement (and assume the obligations of a General Partner hereunder) and by the Project Documents to the same extent and under the same terms as the other General Partners. (g) The General Partners shall take all actions necessary to ensure that the Investment Limited Partner receives the full amount of the Projected Credit, including, without limitation, the rental of apartments to Qualified Tenants and the filing of annual certifications as may be required. In this regard, the General Partners shall, inter alia, cause (i) the Partnership to satisfy all requirements imposed from time to time under the Code with respect to rental levels and occupancy by Qualified Tenants by the close of the first year of the Credit Period so as to permit the Partnership to be entitled to the Tax Credit throughout the compliance period specified in the Code, (ii) all dwelling units in the Apartment Complex to be leased for periods of not less than six months to persons satisfying the Rent Restriction Test,;

Duties and Obligations. (a) The General Partners Partner shall manage the affairs of the Partnership to the best of their its ability, shall use their its best efforts to carry out the purpose of the Partnership, and shall devote to the Partnership such time as may be necessary for the proper performance of their its duties and the business of the Partnership. The General Partners Partner shall promptly take all action which may be necessary or appropriate for the proper development, construction, maintenance and operation of the Apartment Complex in accordance with the provisions of this Agreement, the Project Documents and any applicable laws and regulations including, without limitation, funding the Construction and Development Fee to the extent Capital Contributions and Cash Flow are insufficientRegulations. The General Partners are Partner is responsible for the management and operation of the Partnership, including the oversight of the rent-up and operational stages of the Apartment Complex. (b) The Subject to the provisions of Section 6.5(g), the General Partners Partner shall use their best its diligent good faith efforts to cause the Partnership to generate Cash Flow for distribution to the Partners at the maximum realizable level in view of (i) any applicable Agency and other regulationsRegulations, (ii) the Minimum Set- Set-Aside Test and Test, (iii) the Rent Restriction TestTest and (iv) the Projected Rents, and, if necessary, the General Partners Partner also shall also use their its best efforts to obtain approvals and implementation of appropriate adjustments in the rental schedule of the Apartment Complex. (c) The General Partners Partner shall cause the Partnership to obtain and keep in force, during the term of the Partnership, comprehensive casualty insurance, including, but not limited to, fire and other risks generally included under "extended coverage" policies, workmen's compensation and public liability insurance policies in favor of accordance with the Partnership (i) with such companies and in such amounts as shall be satisfactory to the Lenders and any Agency, or, if the Apartment Complex is no longer subject to Lender or Agency regulation or requirements, as shall be customary for apartment complexes similar to the Apartment Complex and (ii) in amounts which shall be (A) no less than those amounts which are customary in the area for apartment complexes similar to the Apartment Complex, (B) no less than such amounts as may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner from time to time, and (C) in any event, sufficient to prevent the Partnership from becoming a co-insurer under any such policies. No deductibles Insurance Requirements set forth on such policies may exceed $1,000, without the prior written consent of the Investment Limited Partner. The Partnership's fire and other casualty insurance shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 (of which up to $5,000,000 may be provided under an umbrella policy). Through the Completion Date, or such later date as may be required by the Construction Lender or any Agency , the General Partners shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value of the Apartment Complex (excluding the value of the underlying land, the site utilities and the foundations) or (ii) such other amount as shall be required by any Agency or the Construction LenderExhibit D hereto. Throughout the term of the Partnership, the General Partners Partner shall provide copies of all such policies (or binders) to the Investment Limited Partner promptly within thirty (30) days after their receipt thereof. Upon the request of the Investment Limited The General Partner to the General Partners, the General Partners shall cause the applicable insurer to name the Investment Limited Partner as an "additional insured" on each Partnership insurance policy. Each Partnership insurance policy shall include a provision requiring the insurance company to notify the Investment Limited Partner in writing no less than thirty (30) days prior to any cancellation, non-renewal or material change in the terms and conditions of coverage. The General Partner shall review regularly all of the Partnership and Apartment Complex insurance coverage to insure that it is adequate and continuing. In particular, the General Partner shall review at least annually the insurance coverage required by this Section 6.5(c) to insure that it is in an amount at least equal to the then current full replacement value of the Apartment Complex. Without limitation of the foregoing, the General Partner shall deliver to the Investment Limited Partner on or before the Admission Date one or more certificates or memoranda of insurance, in form reasonably acceptable to the Investment Limited Partner, evidencing, (i) the existence of the insurance policies and coverages specified on Exhibit D, (ii) that the Partnership and its Partners (including the Investment Limited Partner) are named insured on such policies, and (iii) that such insurance policies will not be cancelled by the insurers except within thirty (30) days' written notice to the Investment Limited Partner. From time to time following the Admission Date, the General Partner shall deliver to the Investment Limited Partner such further certificates or memoranda of insurance as the Investment Limited Partner may reasonably require to confirm that such insurance and notice provisions with respect to insurance under this Agreement have been complied with. (d) The If at any time there is more than one General Partner, the obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a General Partner from the Partnership. (1e) The General Partners Partner shall on and after the Permanent Loan Commencement establish and maintain reasonable reserves a reserve (the "Operating Reserve") to provide for working capital needs, improvements, replacements Operating Deficits and any other contingencies of the Partnership. At a minimumThe General Partner (or its designee) shall, upon the Permanent Loan Commencement, initially fund the Operating Reserve in the amount of $7,000. Thereafter, the General Partners Partner shall cause fund the Partnership Operating Reserve by monthly deposits of $1,913 (4% of the Effective Gross Income as such term is defined in the Permanent Loan Documents) up to annually deposit a maximum balance, when combined with the Replacement Reserve, of $9,600 216,000. (f) Commencing on the Permanent Loan Commencement, the General Partner shall establish a reserve for Capital replacements (the "Replacement Reserve"), which account shall be funded by monthly deposits of $1,200 ($200 per unit per year) up to a maximum balance, when combined with the Operating Reserve, of $216,000. Withdrawals from its Cash Flow such Replacement Reserve shall be utilized solely to fund capital repairs and improvements deemed necessary by the General Partner and approved by the Permanent Lender and the Special Limited Partner. Notwithstanding the foregoing, the General Partner may make withdrawals from the Replacement Reserve totaling up to $14,400 during any one-year period without the prior approval of the Special Limited Partner. (g) The General Partner shall, on the Permanent Loan Commencement, establish a reserve (the "Recourse Reserve") that shall be pledged to collateralize the Permanent Loan in an amount equal to $130,000 (5% of the Permanent Loan). Withdrawals from the Recourse Reserve shall be utilized solely to pay any demand under the Guaranty of Payment between the Permanent Lender and the Local Initiatives Managed Assets Corporation (the "Guaranty of Payment"). When the Guaranty of Payment is released by Local Initiatives Management Assets Corporation, the Recourse Reserve shall be transferred into replacement reservesthe Replacement Reserve to the extent necessary to fund it up to a maximum, when combined with the Operating Reserve, of $216,000, and any amount in excess of such amount will be released to the Partnership. (h) The General Partner shall, on and after the Permanent Loan Commencement establish and maintain a reserve for debt service (the "Debt Service Reserve") in an amount equal to $77,726.85 (three months of debt service). Withdrawals from the Debt Service Reserve shall be utilized solely to fund debt service on the Property. To the extent that Cash Flow (as determined before deduction of this reserve deposit) for any year shall be insufficient to make such deposit in fullwithdrawal is made from the reserve, the General Partners Partner shall fund such shortfall from their own funds as a Subordinated Loanreplenish the reserve upon demand by either the Permanent Lender or the Special Limited Partner. (fi) Each General Partner shall be bound by the provisions of the Project Documents, and no additional General Partner shall be admitted if he, she or it has not first agreed to be bound by this Agreement (and assume the obligations of a General Partner hereunder) and by the Project Documents to the same extent and under the same terms as each of the other General Partners. (gj) The General Partners Partner shall take all actions necessary appropriate to ensure that the Investment Limited Partner receives the full amount of the Projected Credit, including, without limitation, the rental of apartments to Qualified Tenants appropriate tenants and the filing of annual certifications as may be required. In this regard, the General Partners Partner shall, inter alia, cause (i) the Partnership to satisfy the Minimum Set-Aside Test, the Rent Restriction Test and all other requirements imposed from time to time under the Code with respect to rental levels and occupancy by Qualified Tenants qualified tenants by the close of the first year of the Credit Period and throughout the Compliance Period so as to permit the Partnership to be entitled to the maximum available Tax Credit throughout (ii) the compliance period specified in Partnership to comply with all Tax Credit monitoring procedures of the CodeState, (iiiii) all dwelling units in the Apartment Complex to be leased for initial periods of not less than six months to persons individuals satisfying the Rent Restriction Test,, (iv) the Partnership to make all appropriate Tax Credit elections in a timely fashion, and (v) all rental units in the Apartment Complex to be of equal quality with comparable amenities available to low-income tenants on a comparable basis without separate fees. (k) On or before the Admission Date, the General Partner shall provide to the Special Limited Partner either (i) an appraisal of the Apartment Complex prepared by a competent independent appraiser or (ii) completed RECD Forms 1924-13 (estimate and certificate of actual cost) and 1930-7 (statement of budget, income and expense) or HUD project cost and budget analysis on Form 2264, or any successor RECD or HUD form, any comparable form of a state or other Governmental Authority, including any applicable Credit Agency, setting forth estimates with respect to construction, rehabilitation and mortgage financing costs and initial rental income and operating expense figures for the Apartment Complex. (l) The General Partner shall (i) not store or dispose of (except in compliance with all laws, ordinances, and regulations pertaining thereto) any Hazardous Material at the Apartment Complex, or at or on any other Site or Vessel owned, occupied, or operated either by any General Partner, any Affiliate of a General Partner, or any Person for whose conduct any General Partner is or was responsible; (ii) neither directly nor indirectly transport or arrange for the transport of any Hazardous Material (except in compliance with all laws, ordinances, and regulations pertaining thereto); (iii) provide the Investment Limited Partner with written notice (x) upon any General Partner's obtaining knowledge of any potential or known release, or threat of release, of any Hazardous Material at or from the Apartment Complex or any other Site or Vessel owned, occupied, or operated by any General Partner, any Affiliate of a General Partner or any Person for whose conduct any General Partner is or was responsible or whose liability may result in a lien on the Apartment Complex; (y) upon any General Partner's receipt of any notice to such effect from any federal, state, or other Governmental Authority; and (z) upon any General Partner's obtaining knowledge of any incurrence of any expense or loss by any such government authority in connection with the assessment, containment, or removal of any Hazardous Material for which expense or loss any General Partner may be liable or for which expense or loss a lien may be imposed on the Apartment Complex. (m) The General Partner shall promptly request in writing of the Permanent Lender that the Permanent Lender cause the Special Limited Partner to be named as an "interested party" in the Permanent Mortgage Loan Documents, so that the Permanent Lender will notify the Special Limited Partner of any default under the Permanent Mortgage or the General Partner shall itself notify the Special Limited Partner of any such default. (n) The General Partner shall provide the Special Limited Partner with a true and accurate copy of each Construction Loan requisition and any supporting documents and information which has been submitted for approval by the Construction Lender (whether submitted before or after the Admission Date). (o) The General Partner shall have a fiduciary responsibility for the safekeeping and use of all funds and assets of the Partnership, whether or not in its immediate possession or control. The General Partner shall not employ, or permit another to employ, such funds or assets in any manner except for the exclusive benefit of the Partnership. No General Partner shall contract away the fiduciary duty owed at common law to the Limited Partners.

Duties and Obligations. (a) The General Partners shall manage have the affairs of the Partnership following duties and obligations with respect to the best of their ability, shall use their best efforts to carry out the purpose of Project and the Partnership, and shall devote to : (a) the Partnership such time as may be necessary for the proper performance of their duties and the business of the Partnership. The General Partners shall promptly take ensure that all action requirements shall be met in a timely fashion which may be are necessary to obtain or appropriate for the proper development, maintenance and operation of the Apartment Complex in accordance with the provisions of this Agreement, the Project Documents and applicable laws and regulations including, without limitation, funding the Construction and Development Fee to the extent Capital Contributions and Cash Flow are insufficient. The General Partners are responsible for the management and operation of the Partnership, including the oversight of the rent-up and operational stages of the Apartment Complex. (b) The General Partners shall use their best efforts to cause the Partnership to generate Cash Flow for distribution to the Partners at the maximum realizable level in view of achieve (i) any applicable Agency and other regulationscompliance with the Fifty Percent Test, (ii) the Minimum Set- Set-Aside Test and (iii) Test, the Rent Restriction Test, andand any other requirements necessary for the Project to initially qualify, if necessaryand to continue to qualify, for Federal Tax Credits, including all applicable requirements set forth in the Extended Use Agreement, (ii) issuance of all necessary permanent, unconditional Certificates of Occupancy, including all governmental approvals required to permit occupancy of all of the apartment units in the Project, (iii) the Closing, (iv) Stabilization, and (v) compliance with all material provisions of the Project Documents; (b) the General Partners shall also use their best efforts take all actions, or refrain from taking any necessary action, to obtain approvals and implementation of appropriate adjustments in the rental schedule of the Apartment Complex. (c) The General Partners shall cause assure that the Partnership to obtain at all times during its existence is treated as a partnership for federal income tax purposes and keep in force, during while conducting the term of the Partnership, comprehensive casualty insurance, including, but not limited to, fire and other risks generally included under "extended coverage" policies, workmen's compensation and public liability insurance in favor of the Partnership (i) with such companies and in such amounts as shall be satisfactory to the Lenders and any Agency, or, if the Apartment Complex is no longer subject to Lender or Agency regulation or requirements, as shall be customary for apartment complexes similar to the Apartment Complex and (ii) in amounts which shall be (A) no less than those amounts which are customary in the area for apartment complexes similar to the Apartment Complex, (B) no less than such amounts as may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner from time to time, and (C) in any event, sufficient to prevent the Partnership from becoming a co-insurer under any such policies. No deductibles on such policies may exceed $1,000, without the prior written consent of the Investment Limited Partner. The Partnership's fire and other casualty insurance shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 (of which up to $5,000,000 may be provided under an umbrella policy). Through the Completion Date, or such later date as may be required by the Construction Lender or any Agency , the General Partners shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value of the Apartment Complex (excluding the value of the underlying land, the site utilities and the foundations) or (ii) such other amount as shall be required by any Agency or the Construction Lender. Throughout the term business of the Partnership, the General Partners shall provide copies not act in any manner without the Consent of the Investor Limited Partner, which it knows or should have known after due inquiry will cause the termination of the Partnership for federal income tax purposes; (c) the General Partners shall exercise good faith in all activities relating to the conduct of the business of the Partnership, including the operation and maintenance of the Project, and the General Partners shall take no action with respect to the business and property of the Partnership which is not reasonably related to the achievement of the purpose of the Partnership; (d) all of (i) the fixtures, maintenance supplies, tools, equipment and the like now and to be owned by the Partnership or to be appurtenant to, or to be used in the operation of the Project (other than leases of office equipment and similar items in the ordinary course of business), as well as (ii) the rents, revenues and profits earned from the operation of the Project, will be free and clear of all such policies security interests and encumbrances except for the Mortgages, and any additional security agreements executed in connection with the Loans; (or binderse) the General Partners will execute on behalf of the Partnership all documents necessary to make voluntary elections, pursuant to Sections 734, 743 and 754 of the Investment Limited Partner promptly after their receipt thereof. Upon Code, to adjust the basis of the Partnership’s property upon the request of the Investment Investor Limited Partner, if, in the sole opinion of the Investor Limited Partner, such election would be advantageous to the Investor Limited Partner or its members; (f) the Administrative General Partner shall guaranty timely payment of the Development Fee pursuant to Section 5.1(a)(i); (g) each General Partner shall, during and after the period in which it is a Partner, provide the Partnership with such information and sign such documents as are necessary for the Partnership to make timely, accurate and complete submissions of federal and state income tax returns, and shall permit the representatives of the Investor Limited Partner to visit and inspect the General Partners, Project at any reasonable time on reasonable notice and (ii) provide the Investor Limited Partner with such information in its possession as Investor Limited Partner may reasonably require and sign such documents as are reasonably necessary for the Investor Limited Partner to prepare its financial statements; (h) the General Partners shall cause document and assure that the applicable insurer proceeds of the Capital Contributions and of the Loans allocable to name the Investment Limited Partner Project are expended and applied solely and strictly for expenditures that constitute components of the Eligible Basis of the Project or that are otherwise expressly contemplated by the Projections, and that all such expenditures are specifically allocable so as an "additional insured" on each to enable the Partnership insurance policy.to demonstrate the compliance of such expenditures with this Section 4.2(h); (di) The obligations of the General Partners hereunder Partnership shall be responsible for the joint payment of any fines or penalties imposed by the Agency or Lender pursuant to the Project Documents and several obligations of each General Partner. Except as otherwise provided any documents executed in Sections 4.5(b) and 7.1, such obligations shall survive connection with obtaining Federal Tax Credits attributable to any Withdrawal action or inaction of a General Partner from the Partnership.Partner, Special Limited Partner, or any Affiliate thereof; (1j) The General Partners shall establish and maintain reasonable reserves to provide for working capital needs, improvements, replacements and any other contingencies of the Partnership. At a minimum, the General Partners shall cause the Partnership to annually deposit $9,600 from its Cash Flow into replacement reserves. To the extent that Cash Flow (as determined before deduction of this reserve deposit) for any year shall be insufficient to make such deposit in full, the General Partners shall fund such shortfall from their own funds as a Subordinated Loan. (f) Each General Partner shall be bound by the Project Documents, and no additional General Partner shall be admitted if he, she or it has not first agreed to be bound by this Agreement (and assume the obligations of a General Partner hereunder) and by the Project Documents to the same extent and under the same terms as the other General Partners. (g) The General Partners shall take all actions necessary to ensure that the Investment Limited Partner receives the full amount of the Projected Credit, including, without limitation, the rental of apartments to Qualified Tenants and the filing of annual certifications as may be required. In this regard, the General Partners shall, inter aliaupon becoming aware of such matters, cause promptly give Notice to the Investor Limited Partner of any written or oral notice of (i) any default, or any failure of compliance in any material respect with respect to the Loans or any other financial, contractual or governmental obligation of the Partnership, a General Partner, Special Limited Partner, or any Guarantor, or (ii) any federal, state or local proceeding (including, but not limited to, with respect to taxes) regarding the Project, or the Partnership; (k) except for items as may be contested in good faith by the General Partners and by appropriate proceedings and for which adequate reserves in accordance with generally accepted accounting principles consistently applied are maintained, the General Partners will cause the Partnership to satisfy use all requirements available Partnership revenue to pay on or before the date when the same would become delinquent, any and all real estate and ad valorem taxes, personal property taxes, assessments, water rates, sewer rents, fines, impositions and any other charges now or hereafter levied against the Project, whether foreseen or unforeseen, ordinary or extraordinary; and also any and all license fees or similar charges which may be imposed from time to time under the Code by any Authority with respect to rental levels the Project for the use and occupancy of the Project, use of walks, chutes, areas and other space beyond the lot line of the Project and on or abutting the public sidewalks and/or highways in front or adjoining the Project or pursuant to any applicable law for the use of any furnaces, compactors, incinerators, parking areas or for other matters covered by Qualified Tenants any such laws; and also any and all corporate, franchise, unincorporated business, withholding, income, profits and gross receipts, and other taxes due by the close Partnership; in each case together with any penalties and interest on any of the first year of the Credit Period so as to permit the Partnership to be entitled to the Tax Credit throughout the compliance period specified foregoing, and in the Code, (ii) all dwelling units in the Apartment Complex to be leased for periods of not less than six months to persons satisfying the Rent Restriction Test,default thereof;

Duties and Obligations. (a) The General Partners Partner shall manage the affairs of the Partnership to the best of their its ability, shall use their best its diligent and good faith efforts to carry out the purpose of the Partnership, and shall devote to the Partnership such time as may be necessary for the proper performance of their its duties and the business of the Partnership. The General Partners Partner shall promptly take all action which may be necessary or appropriate for the proper development, construction, maintenance and operation of the Apartment Complex in accordance with the provisions of this Agreement, the Project Documents and any applicable laws and regulations includingRegulations, without limitation, funding including the Construction and Development Fee to the extent Capital Contributions and Cash Flow are insufficientAct. The General Partners are Partner is responsible for the management and operation of the Partnership, including the oversight of the rent-up and operational stages of the Apartment Complex. At a minimum, the General Partner shall be responsible for and shall cause the Apartment Complex to be operated in accordance with the HAP Contract and the standards for HUD projects as set forth in 24 CFR, Part 290.10 and any rules and orders issued thereunder. (b) The Subject to the provisions of Section 6.5(g), the General Partners Partner shall use their best its diligent good faith efforts to cause the Partnership to generate Cash Flow for distribution to the Partners at the maximum realizable level in view of (i) any applicable Agency and other regulationsRegulations, (ii) the Minimum Set- Set-Aside Test and Test, (iii) the Rent Restriction Test, (iv) the Projected Rents, (v) the HAP Contract and (vi) reasonably necessary capital needs of the Apartment Complex, and, if necessary, the General Partners Partner also shall also use their best its diligent good faith efforts to obtain approvals and implementation of appropriate adjustments in the rental schedule of the Apartment Complex. (c) The General Partners Partner shall cause the Partnership to obtain and keep in force, during the term of the Partnership, comprehensive casualty insurance, including, but not limited to, fire and other risks generally included under "extended coverage" policies, workmen's compensation and public liability insurance policies in favor of accordance with the Partnership (i) with such companies and in such amounts as shall be satisfactory to the Lenders and any Agency, or, if the Apartment Complex is no longer subject to Lender or Agency regulation or requirements, as shall be customary for apartment complexes similar to the Apartment Complex and (ii) in amounts which shall be (A) no less than those amounts which are customary in the area for apartment complexes similar to the Apartment Complex, (B) no less than such amounts as may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner from time to time, and (C) in any event, sufficient to prevent the Partnership from becoming a co-insurer under any such policies. No deductibles Insurance Requirements set forth on such policies may exceed $1,000, without the prior written consent of the Investment Limited Partner. The Partnership's fire and other casualty insurance shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 (of which up to $5,000,000 may be provided under an umbrella policy). Through the Completion Date, or such later date as may be required by the Construction Lender or any Agency , the General Partners shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value of the Apartment Complex (excluding the value of the underlying land, the site utilities and the foundations) or (ii) such other amount as shall be required by any Agency or the Construction LenderExhibit C hereto. Throughout the term of the Partnership, the General Partners Partner shall provide copies of all such policies (or binders) to the Investment Limited Partner promptly within thirty (30) days after their receipt thereof. Upon the request of the Investment Limited The General Partner to the General Partners, the General Partners shall cause the applicable insurer to name the Investment Limited Partner as an "additional insured" on each Partnership insurance policy. Each Partnership insurance policy shall include a provision requiring the insurance company to notify the Investment Limited Partner in writing no less than thirty (30) days prior to any cancellation, non-renewal or material change in the terms and conditions of coverage. The General Partner shall review regularly all of the Partnership and Apartment Complex insurance coverage to insure that it is adequate and continuing. In particular, the General Partner shall review at least annually the insurance coverage required by this Section 6.5(c) to insure that it is in an amount at least equal to the then current full replacement value of the Apartment Complex. Without limitation of the foregoing, the General Partner shall deliver to the Investment Limited Partner on or before the Admission Date one or more certificates or memoranda of insurance, in form reasonably acceptable to the Investment Limited Partner, evidencing, (i) the existence of the insurance policies and coverages specified on Exhibit C, (ii) that the Partnership and its Partners (including the Investment Limited Partner) are named insured on such policies, and (iii) that such insurance policies will not be cancelled by the insurers except within thirty (30) days' written notice to the Investment Limited Partner. From time to time following the Admission Date, the General Partner shall deliver to the Investment Limited Partner such further certificates or memoranda of insurance as the Investment Limited Partner may reasonably require to confirm that such insurance and notice provisions with respect to insurance under this Agreement have been complied with. (d) The If at any time there is more than one General Partner, the obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a General Partner from the Partnership. (1i) The General Partners Partner shall establish and maintain reasonable reserves (the "Replacement Reserve") to provide for working capital needs, improvements, replacements and any other contingencies of the Partnership. At a minimum, on the Admission Date, the General Partners Partner shall cause the Partnership to annually deposit $9,600 104,400 into the Replacement Reserve and further fund such Replacement Reserve with monthly deposits from its Cash Flow into replacement reserves. To in the amount of $8,700; provided that, to the extent that Cash Flow (as determined before deduction of this such reserve depositdeposit and prior to any distributions of Cash Flow are made to the Partners) for any year Fiscal Year shall be insufficient to make such deposit in full, the General Partners Partner shall fund such shortfall from their its own funds as a Subordinated Loan. (ii) In addition to the requirements of Section 6.5(e)(i), the General Partner shall cause to be deposited on the Admission Date in a separate reserve account (the "Rehabilitation Reserve") the amount of $639,000 out of Specified Proceeds. Funds shall be released from the Rehabilitation Reserve to pay expenditures incurred to complete the Additional Rehabilitation Work in accordance with the procedures therefor set forth in the Bond Documents and with the prior reasonable approval of the Special Limited Partner, provided, however, such approval shall be deemed to have been granted if the Special Limited Partner shall not have disapproved such release of funds within 5 days after the General Partner provides the Special Limited Partner with copies of the documents required by this subsection (ii). The General Partner shall cause to be delivered to the Special Limited Partner a copy of all documentation and information delivered to the Trustee pursuant to the Bond Documents in connection with the Additional Rehabilitation Work. Until such materials are so received, the Special Limited Partner shall have no obligation to deliver its approval under this subsection (ii). (f) Each General Partner shall be bound by the provisions of the Project Documents, and no additional General Partner (including, without limitation, the Special Limited Partner if it becomes an additional General Partner) shall be admitted if he, she or it has not first agreed to be bound by this Agreement (and assume the obligations of a General Partner hereunder) and by the Project Documents to the same extent and under the same terms as each of the other General Partners. (g) The General Partners Partner shall take all actions necessary reasonably appropriate to ensure that the Investment Limited Partner receives the full amount of the Projected Credit, including, without limitation, the rental of apartments to Qualified Tenants appropriate tenants and the filing of annual certifications as may be required. In this regard, the General Partners Partner shall, inter alia, cause (i) the Partnership to satisfy the Minimum Set-Aside Test, the Rent Restriction Test and all other requirements imposed from time to time under the Code with respect to rental levels and occupancy by Qualified Tenants qualified tenants by the close of the first year of the Credit Period and throughout the Compliance Period so as to permit the Partnership to be entitled to the maximum available Tax Credit throughout (ii) the compliance period specified in the CodePartnership to comply with all State Tax Credit monitoring procedures, (iiiii) all dwelling units in the Apartment Complex to be leased for initial periods of not less than six months to persons individuals satisfying the Rent Restriction Test,, (iv) the Partnership to make all appropriate Tax Credit elections in a timely fashion, and (v) all rental units in the Apartment Complex to be of equal quality with comparable amenities available to low-income tenants on a comparable basis without separate fees in accordance with Section 42 of the Code. (h) [Intentionally omitted] (i) The General Partner shall (i) not store or dispose of (except in compliance with all laws, ordinances, and regulations pertaining thereto) any Hazardous Material at the Apartment Complex, or at or on any other Site or Vessel owned, occupied, or operated either by any General Partner, any Affiliate of a General Partner, or any Person for whose conduct any General Partner is or was responsible; (ii) neither directly nor indirectly transport or arrange for the transport of any Hazardous Material (except in compliance with all laws, ordinances, and regulations pertaining thereto); (iii) provide the Investment Limited Partner with written notice (x) upon any General Partner's obtaining knowledge of any potential or known release, or threat of release, of any Hazardous Material at or from the Apartment Complex or any other Site or Vessel owned, occupied, or operated by any General Partner, any Affiliate of a General Partner or any Person for whose conduct any General Partner is or was responsible or whose liability may result in a lien on the Apartment Complex; (y) upon any General Partner's receipt of any notice to such effect from any federal, state, or other Governmental Authority; and (z) upon any General Partner's obtaining knowledge of any incurrence of any expense or loss by any such government authority in connection with the assessment, containment, or removal of any Hazardous Material for which expense or loss any General Partner may be liable or for which expense or loss a lien may be imposed on the Apartment Complex. (j) The General Partner shall promptly request in writing of the Permanent Lender that the Permanent Lender cause the Special Limited Partner to be named as an "interested party" in the Permanent Mortgage Loan Documents, so that the Permanent Lender will notify the Special Limited Partner of any default under the Permanent Mortgage or the General Partner shall itself notify the Special Limited Partner of any such default. (k) The General Partner shall provide the Special Limited Partner with a true and accurate copy of each project requisition and any supporting documents and information which has been submitted in connection with the Additional Rehabilitation Work (whether submitted before or after the Admission Date). (l) The General Partner shall have a fiduciary responsibility for the safekeeping and use of all funds and assets of the Partnership, whether or not in its immediate possession or control. The General Partner shall not employ, or permit another to employ, such funds or assets in any manner except for the exclusive benefit of the Partnership. No General Partner shall contract away the fiduciary duty owed at common law to the Limited Partners. (m) The General Partner shall at all times cause the Partnership to complete and satisfy the Capital Needs Requirements in a timely manner as set forth in Exhibit C.

Duties and Obligations. Relating to the Apartment Complex and the Partnership. The General Partner shall have the following duties and obligations with respect to the Apartment Complex and the Partnership: (a) The General Partners all requirements shall manage be met which are necessary to obtain or achieve (i) compliance with the affairs of Minimum Set-Aside Test, the Partnership to the best of their ability, shall use their best efforts to carry out the purpose of the PartnershipRent Restriction Test, and shall devote to the Partnership such time as may be any other requirements necessary for the proper performance Apartment Complex to initially qualify, and to continue to qualify, for Tax Credits, including all requirements set forth in the Extended Use Commitment, (ii) issuance of their duties all necessary certificates of occupancy, including all governmental approvals required to permit occupancy of all of the apartment units in the Apartment Complex, (iii) Initial Closing and Final Closing, and (iv) compliance with all provisions of the Project Documents; (b) while conducting the business of the Partnership. The General Partners , it shall promptly take all action not act in any manner which may it knows or should have known after due inquiry will (i) cause the termination of the Partnership for federal income tax purposes without the Consent of the Investment Partnership, or (ii) cause the Partnership to be necessary or appropriate treated for federal income tax purposes as an association taxable as a corporation; (c) the proper development, maintenance and operation Apartment Complex shall be managed upon Substantial Completion so that (i) no less than eighty per cent (80%) of the gross income from the Apartment Complex in accordance every year is rental income from dwelling units in the Apartment Complex used to provide living accommodations not on a transient basis (taking into consideration Code Section 42(i)(3)(B)(4) which provides that SRO units are not treated as transient merely because they are rented on a month-by-month basis), (ii) the rental of all units in the Apartment Complex complies with the provisions tenant income limitations and other restrictions under the Rent Restriction Test and as set forth in the Extended Use Commitment and all applicable documents entered into in connection with the Loans, and (iii) one hundred percent (100%) of this Agreementthe units in the Apartment Complex are occupied or held for occupancy by individuals with incomes of sixty percent (60%) or less of area median income as adjusted for family size, and of that 100% at least fifty percent (50%) of the Project Documents and applicable laws and regulations including, without limitation, funding units are occupied or held for occupancy by individuals with incomes of fifty percent (50%) or less of the Construction and Development Fee area median income as adjusted for family size; (d) the General Partner shall exercise good faith in all activities relating to the extent Capital Contributions and Cash Flow are insufficient. The General Partners are responsible for conduct of the management and operation business of the Partnership, including the oversight of the rent-up development, operation and operational stages maintenance of the Apartment Complex. , and shall take no action with respect to the business and property of the Partnership which is not reasonably related to the achievement of the purpose of the Partnership; (be) The all of (i) the fixtures, maintenance supplies, tools, equipment and the like now and to be owned by the Partnership or to be appurtenant to, or to be used in the operation of the Apartment Complex, as well as (ii) the rents, revenues and profits earned from the operation of the Apartment Complex, will be free and clear of all security interests and encumbrances except for the Loans and the Mortgages, and any additional security agreements executed in connection therewith; (f) the General Partners Partner will execute on behalf of the Partnership all documents necessary to elect, pursuant to Sections 732, 743 and 754 of the Code, to adjust the basis of the Partnership's property upon the request of the Investment Partnership, if, in the sole opinion of the Investment Partnership, such election would be advantageous to the Investment Partnership; (g) the General Partner shall use their best efforts guarantee payment by the Partnership of the Development Fee pursuant to Section 8.10; (h) the General Partner shall comply and cause the Partnership to generate Cash Flow comply with the provisions of all applicable governmental and contractual obligations; (i) the General Partner shall be responsible for distribution the payment of any fines or penalties imposed by the Agency or the Lender pursuant to the Partners at Project Documents and any documents executed in connection with obtaining Tax Credits (other than with respect to payments of principal or interest under the maximum realizable level in view Loans from and after Final Closing); (j) the General Partner shall promptly notify the Investment Partnership of any written or oral notice of (i) any applicable Agency and default or failure of compliance with respect to the Loans or any other regulationsfinancial, (ii) the Minimum Set- Aside Test and (iii) the Rent Restriction Test, and, if necessary, the General Partners shall also use their best efforts to obtain approvals and implementation of appropriate adjustments in the rental schedule of the Apartment Complex. (c) The General Partners shall cause the Partnership to obtain and keep in force, during the term of the Partnership, comprehensive casualty insurance, including, but not limited to, fire and other risks generally included under "extended coverage" policies, workmen's compensation and public liability insurance in favor contractual or governmental obligation of the Partnership or the General Partner (i) with such companies and in such amounts as shall be satisfactory to the Lenders and any Agency, orcase of the General Partner, if the Apartment Complex is no longer subject to Lender such default or Agency regulation or requirements, as shall be customary for apartment complexes similar to the Apartment Complex and (ii) in amounts which shall be (A) no less than those amounts which are customary in the area for apartment complexes similar to the Apartment Complex, (B) no less than such amounts as failure of compliance may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner from time to time, and (C) in any event, sufficient to prevent have a material adverse impact on the Partnership from becoming a co-insurer under any such policies. No deductibles on such policies may exceed $1,000or its operations), without the prior written consent of the Investment Limited Partner. The Partnership's fire and other casualty insurance shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 (of which up to $5,000,000 may be provided under an umbrella policy). Through the Completion Date, or such later date as may be required by the Construction Lender or any Agency , the General Partners shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value of the Apartment Complex (excluding the value of the underlying land, the site utilities and the foundations) or (ii) such other amount as shall be required by any Agency IRS proceeding regarding the Apartment Complex or the Construction Lender. Throughout Partnership; (k) the term General Partner shall, provide the Investment Partnership and BCTC 94, Inc. with such information and sign such documents as are necessary for the Investment Partnership and BCTC 94, Inc. to make timely, accurate and complete submissions of federal and state income tax returns; (l) within thirty (30) days following the Admission Date, the General Partner shall submit to Boston Capital evidence of the Partnership's engagement of Accountants, the General Partners shall provide copies of all such policies (or binders) who have been approved by BCTC 94, Inc., to the Investment Limited Partner promptly after their receipt thereof. Upon the request of the Investment Limited Partner to the General Partners, the General Partners shall cause the applicable insurer to name the Investment Limited Partner as an "additional insured" on each Partnership insurance policy. (d) The obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a General Partner from responsible for the Partnership. (1) The General Partners shall establish 's audit and maintain reasonable reserves to provide tax matter reporting obligations under Section 13.04 hereof. BCTC 94, Inc. hereby acknowledges that the accounting firm of Rothstein, Kass & Co. is apprxxxx xx XCTX 00, Inc. as the initial Accountant for working capital needs, improvements, replacements and any other contingencies of the Partnership. At a minimum, (m) the General Partners shall cause the Partnership to annually deposit $9,600 from its Cash Flow into replacement reserves. To the extent that Cash Flow (as determined before deduction of this reserve deposit) for any year shall be insufficient to make such deposit in full, the General Partners shall fund such shortfall from their own funds as a Subordinated Loan. (f) Each General Partner shall be bound by the Project Documentsprovide to BCTC 94, Inc., for its approval and Consent, prior to execution and no additional General Partner shall be admitted if he, she or it has not first agreed to be bound by this Agreement (and assume later than the obligations of a General Partner hereunder) and by the Project Documents to the same extent and under the same terms as the other General Partners. (g) The General Partners shall take all actions necessary to ensure that the Investment Limited Partner receives the full amount of the Projected Credit, including, without limitation, the rental of apartments to Qualified Tenants and the filing of annual certifications as may be required. In this regard, the General Partners shall, inter alia, cause (i) the Partnership to satisfy all requirements imposed from time to time under the Code with respect to rental levels and occupancy by Qualified Tenants by the close end of the first year of the credit period as defined in Section 42 of the Code, a copy of the Extended Use Commitment to be entered into between the Partnership and the Agency. ARTICLE V PARTNERS, PARTNERSHIP INTERESTS AND OBLIGATIONS OF THE PARTNERSHIP 5.01. Partners, Capital Contributions and Partnership Interests. (a) The General Partner, its principal address or place of business, its Capital Contributions and Percentage Interests are as follows: Balanced Housing $100.00 0.01% Development Corporation 66 North Hillside Avenue P.X. Xxx 00 Xxxxxxxxxx, XX 00000 Xx xxx xxxxx xxxx xxx Xxrtnership has not paid all or part of the Deferred Development Fee when the final payment is due pursuant to the Development Agreement and Section 8.10 hereof, the General Partner shall contribute to the Partnership an amount equal to any such remaining principal balance (the "General Partner' Special Capital Contribution") and the Partnership shall thereupon make a payment in an equal amount to pay off the principal balance due under the Development Agreement. (i) The Investment Partnership, its principal office or place of business, its Capital Contribution and its Percentage Interest is as follows: Boston Capital Corporate Tax Credit Period so Fund IV, A Limited Partnership (Series 26) c/o Boston Capital $3,748,125.00 99.98% Partners, Inc. (as more One Boston Place specifically set forth 21st Floor in subparagraph (c) Boston, MA 02110 xxxediately below) (ii) The SpecialLmited Partner, its principal office of place of business, its Capital Contribution and its Percentage Interest as follows: BCTC 94, Inc. $10.00 0.01% c/o Boston Capital Partners, Inc. One Boston Place 00xx Xxxxx Xxxxxx, XX 00000 (x) Xxxxxxx xx xxx xxxvisions of this Agreement, including without limitation, the provisions of Sections 5.01(d) and 5.03, the Investment Partnership shall be obligated to make Capital Contributions to the Partnership in the aggregate amount of $3,748,125.00 in six (6) installments (the "Installments"), which Installments shall be due and payable in cash by the Investment Partnership to the Partnership, within ten (10) days after the Investment Partnership shall have received evidence, reasonably satisfactory to it, of the occurrence of each of the conditions set forth below as to permit the applicable Installment, as set forth below. Notwithstanding anything to the contrary contained herein, the First Installment (as defined below) shall be due and payable within five (5) business days after the receipt by the Investment Partnership of evidence reasonably satisfactory to it, of the occurrence of each of the conditions of the First Installment, shall be used for Project costs, and shall be held in escrow by the Investment Partnership or the City Lender to be disbursed to the Partnership upon the submission of draw requests, a satisfactory site inspection and satisfactory title review by the Investment Partnership and/or the City Lender. (i) $1,992,618 on the latest to occur of (A) Tax Credit Set Aside, (B) Initial Closing, (C) receipt by Boston Capital of an acceptable commitment of the City of Trenton regarding the restructure of the City Loan, (D) the Admission Date, or (E) receipt by Boston Capital of an acceptable commitment for title insurance (the "First Installment"); (ii) $805,507 on the latest to occur of (A) 75% Construction Completion, as determined by Boston Capital, (B) receipt of an owner's title insurance policy satisfactory to BCTC 94, Inc., (C) confirmation by Boston Capital that each of the itemized outstanding due diligence matters identified on Exhibit 5.01 has been completed by the General Partner to the reasonable satisfaction of Boston Capital, or (D) receipt of a payoff letter from the Contractor stating that all amounts due and payable to the Contractor have been paid in full and that the Partnership is not in violation of the Construction Contract, and satisfaction of all of the conditions to the payment of the First Installment (the "Second Installment"); (iii) $400,000 on the latest to occur of (A) Substantial Completion (B) State Designation or (C) Cost Certification, and satisfaction of all of the conditions to the payment of the First, and Second Installments (the "Third Installment"); (iv) $220,000 on the later to occur of (A) Initial 95% Occupancy Date (B) Final Closing or (C) First Rental Achievement, and satisfaction of all conditions to the payment of the First, Second, and Third Installments (the "Fourth Installment"); (v) $320,000 upon (A) Second Rental Achievement and (B) satisfaction of all conditions to the payment of the First, Second, Third and Fourth Installments (the "Fifth Installments"); (vi) $10,000 upon (A) the receipt by the Investment Partnership of the Partnership's federal income tax return for the year in which Rental Achievement occurred and (B) satisfaction of all conditions to the payment of the First, Second, Third, Fourth and Fifth Installments (the "Sixth Installment"). As a condition precedent to each payment set forth above other than the First Installment, the General Partner shall, not less than twenty (20) days nor more than thirty (30) days prior to the time such Installment is due, give the Investment Partnership Notice in the form of a written certification that: (A) all conditions precedent to such Installment have been satisfied, (B) the representations, warranties and covenants given by the General Partner in Section 4.01(a) are valid and accurate, where still applicable, with respect to the General Partner, the Partnership and/or the Apartment Complex, as of the date of such certificate, and (C) to the best of their knowledge, after due inquiry, no condition exists which would, pursuant to Section 5.03, entitle the Investment Partnership to withhold the payment of such Installment. Based upon the giving of such Notice, such Installment shall be made on the due date therefor, or if such Notice is not timely given, then within twenty-one (21) days after receipt of such Notice. Notwithstanding anything to the contrary contained herein, $263,170.00 in principal plus any interest fees and expenses payable in connection with that certain Promissory Note from the Partnership to Boston Capital Tax Credit Fund, IV, L.P. in the original principal amount of $263,170.00 shall be entitled paid in full from the proceeds of the First Installment. (d) (i) Upon the occurrence of Cost Certification and State Designation, if ninety-nine and 99/100 percent (99.99%) of the aggregate amount of Tax Credits: (A) for which the Partnership would be eligible with respect to the Tax Apartment Complex based upon the Cost Certification, and/or (B) allocated by the Agency with respect to the Apartment Complex, is less than the aggregate amount of the Projected Credit throughout (the compliance period specified "Allocation Differential"), then the Capital Contribution of the Investment Partnership shall be reduced by the "Adjustment Amount". The Adjustment Amount shall be equal to the Allocation Differential multiplied by eighty-five and 40/100 percent (85.40%). Any such reduction in Capital Contribution shall be applied to reduce the CodeThird Installment and if, and to the extent necessary, the Fourth Installment and if, and to the extent necessary, the Fifth Installment, and if, and to the extent necessary, the Sixth Installment. If no further Installments are due to be paid, then the entire amount of such reduction shall be repaid by the Partnership to the Investment Partnership promptly after demand is made therefor. The General Partner is obligated to provide such funds to the Partnership as shall be necessary to cause the aforesaid payment to be made by the Partnership to the Investment Partnership. Any such funds provided by the General Partner shall be treated as a loan payable in accordance with Section 11.04A(6) hereof, which loan will bear interest at the Applicable Federal Rate, or as a Capital Contribution at the election of BCTC 94, Inc., notice of which election BCTC 94, Inc. will timely provide to the General Partner. In the event that there is a reduction in Capital Contributions equal to the Adjustment Amount, then the amount of the Projected Credit shall be proportionately reduced to reflect the Allocation Differential, and thereafter shall be referred to as the "Revised Projected Credit". (ii) If at any time the Accountants determine that, for any fiscal year or portion thereof during the Partnership's operation, ending on the date five (5) years from and after the date of Substantial Completion (the "Reduction Period"), the Actual Credit for such fiscal year or portion thereof is less than the Projected Credit (or Revised Projected Credit) applicable to such fiscal year or portion thereof, then the Capital Contribution of the Investment Partnership shall be reduced by the Reduction Amount. The "Reduction Amount" shall be equal to the sum of (A) the Credit Shortfall multiplied by eighty-five and 40/100 percent (85.4%), and (B) the amount of any recapture, interest or penalty payable by the limited partners of the Investment Partnership (assuming pass through of all dwelling units such liability in the Apartment Complex year incurred and a tax rate equal to the maximum individual rate applicable in such year) as a result of the Credit Shortfall for such year. Any reduction in Capital Contribution shall first be applied to reduce the Installment next due to be leased for periods paid by the Investment Partnership, and any portion of not less than six months such reduction in excess of such Installment shall be applied to persons satisfying reduce succeeding Installments. If no further Installments are due to be paid, then the Rent Restriction Test,entire amount of such reduction shall be repaid by the Partnership to the Investment Partnership promptly after demand is made therefor. The General Partner is obligated to provide such funds to the Partnership as shall be necessary to cause the aforesaid payment to be made by the Partnership to the Investment Partnership.

Duties and Obligations. (a) The General Partners Partner shall manage the affairs of the Partnership to the best of their its ability, shall use their best its diligent and good faith efforts to carry out the purpose of the Partnership, and shall devote to the Partnership such time as may be necessary for the proper performance of their its duties and the business of the Partnership. The General Partners Partner shall promptly take all action which may be necessary or appropriate for the proper development, construction, maintenance and operation of the Apartment Complex in accordance with the provisions of this Agreement, the Project Documents and any applicable laws and regulations includingRegulations, without limitation, funding including the Construction and Development Fee to the extent Capital Contributions and Cash Flow are insufficientAct. The General Partners are Partner is responsible for the management and operation of the Partnership, including the oversight of the rent-up and operational stages of the Apartment Complex. At a minimum, the General Partner shall be responsible for and shall cause the Apartment Complex to be operated in accordance with the HAP Contract and the standards for HUD projects as set forth in 24 CFR, Part 290.10 and any rules and orders issued thereunder. (b) The Subject to the provisions of Section 6.5(g), the General Partners Partner shall use their best its diligent good faith efforts to cause the Partnership to generate Cash Flow for distribution to the Partners at the maximum realizable level in view of (i) any applicable Agency and other regulationsRegulations, (ii) the Minimum Set- Set-Aside Test and Test, (iii) the Rent Restriction Test, (iv) the Projected Rents and (v) the Purchase Agreement and the HAP Contract, and, if necessary, the General Partners Partner also shall also use their best its diligent good faith efforts to obtain approvals and implementation of appropriate adjustments in the rental schedule of the Apartment Complex. (c) The General Partners Partner shall cause the Partnership to obtain and keep in force, during the term of the Partnership, comprehensive casualty insurance, including, but not limited to, fire fire, earthquakes and other risks generally included under "extended coverage" policies, workmen's workers compensation and public liability insurance in favor of the Partnership (i) with such companies and in such amounts as shall be satisfactory to the Lenders and any AgencyLenders, or, if the Apartment Complex is Lenders impose no longer subject to Lender or Agency regulation or specific requirements, as shall be customary for apartment complexes similar to the Apartment Complex Complex, and (ii) in amounts which shall be (A) no less than those amounts which are customary in the area for apartment complexes similar to such as the Apartment Complex, (B) no less than such amounts as may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner from time to time, and (C) in any event, sufficient to prevent the Partnership from becoming a co-insurer under any such policies. No deductibles on such policies may exceed $1,000, without the prior written consent 2,500. The public liability insurance in favor of the Investment Limited Partner. The Partnership's fire and other casualty insurance Partnership shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 (of which up to $5,000,000 may be provided under an umbrella policy). Through the Completion Date, or such later date as may be required by the Construction Lender any Agency or any Agency Lender, the General Partners Partner also shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value of the Apartment Complex (excluding the value of the underlying land, the site utilities and the foundations) or (ii) such other amount as shall be required by any Agency or the Construction Lender. Throughout the term of the Partnership, the General Partners Partner shall provide copies of all such policies (or binders) to the Investment Special Limited Partner promptly after their receipt thereof. Upon the request of the Investment Limited The General Partner to the General Partners, the General Partners shall cause the applicable insurer to name each of the Investment Limited Partners and the Special Limited Partner as an "additional insured" on each Partnership insurance policy. (d) The If at any time there is more than one General Partner, the obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a General Partner from the Partnership. (1i) The General Partners Partner shall establish and maintain reasonable reserves (the "Replacement Reserve") to provide for working capital needs, improvements, replacements and any other contingencies of the Partnership. At a minimum, on the Admission Date, the General Partners Partner shall cause the Partnership to annually deposit $9,600 48,000 into the Replacement Reserve and further fund such Replacement Reserve with monthly deposits from its Cash Flow into replacement reserves. To in the amount of $1,937.50; provided that, to the extent that Cash Flow (as determined before deduction of this such reserve deposit) for any year Fiscal Year shall be insufficient to make such deposit in full, the General Partners Partner shall fund such shortfall from their its own funds as a Subordinated Loan; and (ii) In addition to the requirements of Section 6.5(e)(i), in order to fund Cash Expenditures of the Partnership which exceed Cash Receipts available for the payment thereof, on or prior to the Admission Date, the General Partner (or its designee), shall deposit $50,000 into a segregated reserve account (the "Operating Reserve") to secure the General Partner's obligation to fund operating expenses until the fifth anniversary of Rental Achievement (the "Subordinated Loan Period"). Funds held in the Operating Reserve may be released to pay operating expenses with the reasonable approval of the Special Limited Partner, which approval shall be deemed to have been given if no objection is delivered by the Special Limited Partner within ten (10) days of the Special Limited Partner's receipt of a written request by the General Partner for such proposed release. Any funds utilized from the Operating Reserve to pay Partnership operating expenses shall constitute Subordinated Loans. Upon the fifth anniversary of Rental Achievement, any funds remaining in the Operating Reserve shall be released to the General Partner upon the achievement of Breakeven. (f) Each General Partner shall be bound by the provisions of the Project Documents, and no additional General Partner (including, without limitation, the Special Limited Partner if it becomes an additional General Partner) shall be admitted if he, she or it has not first agreed to be bound by this Agreement (and assume the obligations of a General Partner hereunder) and by the Project Documents to the same extent and under the same terms as each of the other General Partners. (g) The General Partners Partner shall take all actions necessary reasonably appropriate to ensure that the Investment Limited Partner receives Partners receive the full amount of the Projected Credit, including, without limitation, the rental of apartments to Qualified Tenants appropriate tenants and the filing of annual certifications as may be required. In this regard, the General Partners Partner shall, inter alia, cause (i) the Partnership to satisfy the Minimum Set-Aside Test, the Rent Restriction Test and all other requirements imposed from time to time under the Code with respect to rental levels and occupancy by Qualified Tenants qualified tenants by the close of the first year of the Credit Period and throughout the Compliance Period so as to permit the Partnership to be entitled to the maximum available Tax Credit throughout (ii) the compliance period specified in the CodePartnership to comply with all State Tax Credit monitoring procedures, (iiiii) all dwelling units in the Apartment Complex to be leased for initial periods of not less than six months to persons individuals satisfying the Rent Restriction Test,, (iv) the Partnership to make all appropriate Tax Credit elections in a timely fashion, and (v) all rental units in the Apartment Complex to be of equal quality with comparable amenities available to low-income tenants on a comparable basis without separate fees in accordance with Section 42 of the Code. (h) On or before the Admission Date, the General Partner shall provide to the Special Limited Partner either (i) an appraisal of the Apartment Complex prepared by a competent independent appraiser or (ii) completed FmHA Forms 1924-13 (estimate and certificate of actual cost) and 1930-7 (statement of budget, income and expense) or HUD project cost and budget analysis on Form 2264, or any successor FmHA or HUD form, any comparable form of a state or other Governmental Authority, including any applicable Credit Agency, setting forth estimates with respect to construction, rehabilitation and mortgage financing costs and initial rental income and operating expense figures for the Apartment Complex. (i) The General Partner shall (i) not store or dispose of (except in compliance with all laws, ordinances, and regulations pertaining thereto) any Hazardous Material at the Apartment Complex, or at or on any other Site or Vessel owned, occupied, or operated either by any General Partner, any Affiliate of a General Partner, or any Person for whose conduct any General Partner is or was responsible; (ii) neither directly nor indirectly transport or arrange for the transport of any Hazardous Material (except in compliance with all laws, ordinances, and regulations pertaining thereto); (iii) complete the Lead Paint Procedures on or before December 31, 1996, and (iv) provide the Investment Limited Partners with written notice (x) upon any General Partner's obtaining knowledge of any potential or known release, or threat of release, of any Hazardous Material at or from the Apartment Complex or any other Site or Vessel owned, occupied, or operated by any General Partner, any Affiliate of a General Partner or any Person for whose conduct any General Partner is or was responsible or whose liability may result in a lien on the Apartment Complex; (y) upon any General Partner's receipt of any notice to such effect from any federal, state, or other Governmental Authority; and (z) upon any General Partner's obtaining knowledge of any incurrence of any expense or loss by any such government authority in connection with the assessment, containment, or removal of any Hazardous Material for which expense or loss any General Partner may be liable or for which expense or loss a lien may be imposed on the Apartment Complex. (j) The General Partner shall promptly request in writing of the Permanent Lender that the Permanent Lender cause the Special Limited Partner to be named as an "interested party" in the Permanent Mortgage Loan Documents, so that the Permanent Lender will notify the Special Limited Partner of any default under the Permanent Mortgage or the General Partner shall itself notify the Special Limited Partner of any such default. (k) The General Partner shall provide the Special Limited Partner with a true and accurate copy of each Construction Loan requisition and any supporting documents and information which has been submitted for approval by the Construction Lender (whether submitted before or after the Admission Date). (l) The General Partner shall have a fiduciary responsibility for the safekeeping and use of all funds and assets of the Partnership, whether or not in its immediate possession or control. The General Partner shall not employ, or permit another to employ, such funds or assets in any manner except for the exclusive benefit of the Partnership. No General Partner shall contract away the fiduciary duty owed at common law to the Limited Partners. (m) From and after the Admission Date, the General Partner shall cause the Partnership to hire and maintain such professional, trained security personnel as shall be necessary to reasonably ensure the security of the Apartment Complex and the safety of the tenants and staff thereof. The quality and level of such security personnel shall be equal to that which a reasonably prudent project owner would maintain. The cost of such security personnel shall be an operating expense and shall be provided for as a separate line item in the Partnership's annual operating budget, which line item shall be in an amount (as reasonably adjusted each year to account for cost increases) not less than as set forth in the Partnership's 1996 annual budget, a copy of which is attached hereto as Exhibit C. (n) The General Partner shall cause the Partnership to follow the recommendations as to asbestos-containing materials as set forth in Section 6.3 of the Phase I Environmental Report dated March 26, 1996. Further, the General Partner shall cause the Partnership to follow the recommendations as to Radon levels as set forth in Section 6.8 of the Phase I Environmental Report dated March 26, 1996. The cost of any of the procedures required by this subsection (n) shall be borne by the Partnership and such costs shall be specifically included in the General Partner's indemnity set forth in Section 6.9(c).

Duties and Obligations. (a) The General Partners shall manage the affairs of the Partnership to the best of their ability, shall use their best efforts to carry out the purpose of the Partnership, and shall devote to the Partnership such time as may be necessary for the proper performance of their duties and the business of the Partnership. The General Partners shall promptly take all action which may be necessary or appropriate for the proper development, maintenance and operation of the Apartment Complex in accordance with the provisions of this Agreement, the Project Documents and applicable laws and regulations including, without limitation, funding the Construction and Development Fee to the extent Capital Contributions and Cash Flow are insufficient. The General Partners are responsible for the management and operation of the Partnership, including the oversight of the rent-up and operational stages of the Apartment Complex. (b) The General Partners shall use their best efforts to cause the Partnership to generate Cash Flow for distribution to the Partners at the maximum realizable level in view of (i) any applicable Agency MHDC and other regulations, (ii) the Minimum Set- Set-Aside Test and the HOME Minimum Set-Aside Test, and (iii) the Rent Restriction Test, and, if necessary, the General Partners shall also use their best efforts to obtain approvals and implementation of appropriate adjustments in the rental schedule of the Apartment Complex. (c) The General Partners shall cause the Partnership to obtain and keep in force, during the term of the Partnership, comprehensive casualty insurance, including, but not limited to, to fire and other risks generally included under "extended coverage" policies, workmen's compensation and public liability insurance in favor of the Partnership (i) with such companies and with such terms and in such amounts as shall be satisfactory to the Lenders and any AgencyMHDC, or, if the Apartment Complex is no longer subject to Lender or Agency MHDC regulation or requirements, as shall be customary for apartment complexes similar to the Apartment Complex and (ii) in amounts which shall be (A) no less than those amounts which are customary in the area for apartment complexes similar to such as the Apartment Complex, (B) no less than such amounts as may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner from time to time, and (C) in any event, sufficient to prevent the Partnership from becoming a co-insurer under any such policies. No deductibles on such policies may exceed $1,000, without the prior written consent of the Investment Limited Partner. The Partnership's fire and other casualty insurance shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 (of which up to $5,000,000 may be provided under an umbrella policy). Through the Completion Date, or such later date as may be required by the Construction Lender or any Agency , the General Partners shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value of the Apartment Complex (excluding the value of the underlying land, the site utilities and the foundations) or (ii) such other amount as shall be required by any Agency or the Construction Lender. Throughout the term of the Partnership, the General Partners shall provide copies of all such policies (or binders) to the Investment Limited Partner promptly after their receipt thereof. Upon the request of the Investment Limited Partner to the General Partners, the General Partners shall cause the applicable insurer to name the Investment Limited Partner as an "additional insured" on each Partnership insurance policy. (d) The obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a General Partner from the Partnership. (1e) The General Partners shall establish and maintain reasonable reserves to provide for working capital needs, improvements, replacements and any other contingencies of the Partnership. At a minimum, the General Partners shall cause the Partnership starting in March 1997, or such earlier time as may be required by MHDC or any Lender, to annually deposit $9,600 7,727 from its Cash Flow into replacement reserves. To ; to the extent that Cash Flow cash flow (as determined before deduction of this reserve deposit) for any year shall be insufficient to make such deposit in full, the General Partners shall fund such shortfall from their own funds as a Subordinated Loan. The General Partners shall also cause the Partnership to fund an operating reserve of $39,600 and a latent defect guarantee reserve of $35,600. The foregoing reserves may be funded by a letter of credit and may be borrowed against to the extent authorized by MHDC and each Lender. Upon achievement of Breakeven Operations, the General Partners may cause the Partnership to specially distribute to the General Partners any funds in any Partnership or Apartment Complex reserve account, other than the replacement reserve, so long as (i) the General Partners shall have determined that the retention of the funds to be distributed is no longer needed for Partnership purposes and (ii) the General Partners shall have received the prior written consent of MHDC and each Lender to such distribution, to the extent any such consent is so required. Any such special cash distribution shall be treated as a distribution pursuant to Section 731 of the Code. In all events, disbursements from the foregoing reserves shall be made only after following applicable MHDC and Lender requirements. (f) Each General Partner shall be bound by the Project Documents, and no additional General Partner shall be admitted if he, she or it has not first agreed to be bound by this Agreement (and assume the obligations of a General Partner hereunder) and by the Project Documents to the same extent and under the same terms as the other General Partners. (g) The General Partners shall take all actions necessary to ensure that the Investment Class A Limited Partner receives the full amount of the Class A Limited Partner's Projected Credit and that the Class B Limited Partner receives the full amount of the Class B Limited Partner's Projected Credit, including, without limitation, the rental of apartments to Qualified Tenants appropriate tenants and the filing of annual certifications as may be required. In this regard, the General Partners shall, inter alia, cause (i) the Partnership to satisfy all requirements imposed from time to time under the Code with respect to rental levels and occupancy by Qualified Tenants qualified tenants by the close of the first year of the Credit Period so as to permit the Partnership to be entitled to the Tax Credit throughout the compliance period specified in the Code, (ii) the Partnership will comply with all State Tax Credit monitoring procedures, (iii) all dwelling units in the Apartment Complex to be leased for periods of not less than six months to persons satisfying the Rent Restriction Test,

Duties and Obligations. Relating to the Apartment Complex and the Partnership. The General Partner shall have the following duties and obligations with respect to the Apartment Complex and the Partnership: all requirements shall be met which are necessary to obtain or achieve (i) compliance with the Minimum Set-Aside Test, the Rent Restriction Test, and any other requirements necessary for the Apartment Complex to initially qualify, and to continue to qualify, for Tax Credits, including all requirements set forth in the Declaration of Covenants and the Regulatory Agreement, (ii) issuance of all necessary certificates of occupancy, including all governmental approvals required to permit occupancy of all of the apartment units in the Apartment Complex, subsequent to the rehabilitation of the Apartment Complex, (iii) the Final Closing, and (iv) compliance with all provisions of the Project Documents; while conducting the business of the Partnership, it shall not act in any manner which it knows or should have known after due inquiry will (i) cause the termination of the Partnership for federal income tax purposes without the Consent of BCTC 94, or (ii) cause the Partnership to be treated for federal income tax purposes as an association taxable as a corporation; the Apartment Complex shall be managed upon Substantial Completion so that (i) no less than eighty per cent (80%) of the gross income from the Apartment Complex in every year is rental income from dwelling units in the Apartment Complex used to provide living accommodations not on a transient basis and (ii) the rental of all units in the Apartment Complex comply with the tenant income limitations and other restrictions under the Rent Restriction Test and as set forth in the FHLB Grant Agreement, the Declaration of Covenants and the Regulatory Agreements; it shall exercise good faith in all activities relating to the conduct of the business of the Partnership, including the development, operation and maintenance of the Apartment Complex, and it shall take no action with respect to the business and property of the Partnership which is not reasonably related to the achievement of the purpose of the Partnership; all of (i) the fixtures, maintenance supplies, tools, equipment and the like now and to be owned by the Partnership or to be appurtenant to, or to be used in the operation of the Apartment Complex, as well as (ii) the rents, revenues and profits earned from the operation of the Apartment Complex, will be free and clear of all security interests and encumbrances except those established pursuant to the Mortgage Loan, and any additional security agreements executed in connection therewith; it will execute on behalf of the Partnership all documents necessary to elect, pursuant to Sections 732, 743 and 754 of the Code, to adjust the basis of the Partnership's property upon the request of BCTC 94, if, in the sole opinion of BCTC 94, such election would be advantageous to the Investment Partnership; it guarantees the repayment by the Partnership of any Credit Recovery Loan from the Investment Partnership to the Partnership made pursuant to Section 5.01(d)(iii), and it guarantees payment by the Partnership of the Development Fee pursuant to the terms of Section 8.10; it shall, during and after the period in which it is a Partner, provide the Partnership with such information and sign such documents as are necessary for the Partnership to make timely, accurate and complete submissions of federal and state income tax returns; and it guarantees the completion of rehabilitation of the Apartment Complex and the assumption and receipt of the funding provided by the Mortgage Loan and the Second Loan. ARTICLE V PARTNERS, PARTNERSHIP INTERESTS AND OBLIGATIONS OF THE PARTNERSHIP 5.01. Partners, Capital Contributions and Partnership Interests. (a) The General Partners shall manage the affairs Partner, its principal address or place of the Partnership business, its Capital Contributions and its Percentage Interest are as follows: New Madison IV, Inc. $100 1.00% 122 XxXxxx Xxxxx Roxbury, MA 02120 (b) (i) The Limited Partner, its principal office or place of business, its Capital Contribution and its Percentage Interest is as follows: Boston Capital Tax 98.99% Credit Fund IV L.P. c/o Boston Capital $3,567,542, as more Partners, Inc. specifically set forth One Boston Place in subparagraph (c) Bosxxx, XX 00000 immediately below (ii) The Special Limited Partner, its principal office or place of business, its Capital Contribution and its Percentage Interest is as follows: BCTC 94, Inc. $ 1.00 0.01% c/o Boston Capital Partners, Inc. One Xxxxxx Xxxxx Xxxxxx, XX 00000 (c) Subject to the best of their ability, shall use their best efforts to carry out the purpose of the Partnership, and shall devote to the Partnership such time as may be necessary for the proper performance of their duties and the business of the Partnership. The General Partners shall promptly take all action which may be necessary or appropriate for the proper development, maintenance and operation of the Apartment Complex in accordance with the provisions of this Agreement, the Project Documents and applicable laws and regulations including, including without limitation, funding the Construction provisions of Sections 5.01(d), 5.01(e) and Development Fee 5.03, the Investment Partnership shall be obligated to make Capital Contributions to the Partnership in the aggregate amount of $3,567,542 in three (3) installments (the "Installments"), which Installments shall be due and payable in cash by the Investment Partnership, solely from Capital Contributions of its investor limited partners to the Investment Partnership, within ten (10) days after BCTC 94 shall have received evidence, reasonably satisfactory to it, of the occurrence of each of the conditions set forth below as to the applicable Installment, as follows: (i) $3,210,788, upon the later to occur of (A) the Admission Date, or (B) the Initial Closing, or (C) receipt by the Investment Partnership of local counsel opinion, as set forth in Section 5.04 (the "First Installment"); (ii) $267,566, upon the later to occur of (A) Substantial Completion, (B) State Designation, (C) receipt by the Investment Partnership of a certification by the General Partner, in form and substance acceptable to BCTC 94, of the construction and development costs of the Apartment Complex and the Eligible Basis of the Apartment Complex for purposes of Tax Credits, together with an accountants' report thereon issued by the Accountants (the "Cost Certification"), or (D) satisfaction of the conditions to the making of the First Installment (the "Second Installment"); and (iii) $89,188, upon the later to occur of (A) the Initial 100% Occupancy Date, (B) Final Closing, (C) the occurrence of Breakeven Operations, (D) receipt by the Investment Partnership of the federal income tax return and audited financial statements, of the Partnership for the fiscal year in which Breakeven Operations occurred, or (E) satisfaction of all of the conditions to the payment of the First and Second Installments (the "Third Installment"). As a condition precedent to each payment set forth above, the General Partner shall, not less than ten (10) days nor more than twenty (20) days prior to the time the applicable Installment is due, give BCTC 94 and the Investment Partnership Notice in the form of a written certification that: [A] the representations, warranties and covenants given by the General Partner in Section 4.01(a) are valid and accurate, where still applicable, with respect to the General Partner, the Partnership and/or the Apartment Complex, as of the date of such certificate, and [B] to the best of its knowledge, after due inquiry, no condition exists which would, pursuant to Section 5.03, entitle the Investment Partnership to withhold the payment of such Installment. Based upon the giving of such Notice, such Installment shall be made on the due date therefor, or if such Notice is not timely given, then within twenty (20) days after receipt of such Notice. At such time as the conditions for the making of the First Installment are satisfied, such amount (estimated to be $1,390,435) as shall be necessary to achieve Initial Closing, shall be paid by the Investment Partnership to, or pursuant to the direction of the Partnership. The balance of the First Installment (in the amount of approximately $1,820,353) shall be disbursed to the Partnership on the basis of draw requests as and to the extent Capital Contributions and Cash Flow are insufficientapproved by or on behalf of BCTC 94. The General Partners are responsible draw requests shall include, or be subject to, as applicable: (i) certification by the project architect as to the progress of the rehabilitation, (ii) performance of a physical site inspection by or on behalf of BCTC 94 or its engineering/construction consultant, and (iii) receipt of an endorsement to the owner's title insurance policy with respect to such draw or alternative evidence of the lien-free status of title reasonably acceptable to BCTC 94. The parties hereto acknowledge and understand that the foregoing draw process is part of a process for the management preparation, review and operation approval of all draws with respect to the Partnership, including the oversight of the rent-up and operational stages rehabilitation of the Apartment Complex. (b) The General Partners shall use their best efforts to cause the Partnership to generate Cash Flow for distribution , and with respect to the Partners at advance of all funds for such rehabilitation (including both the maximum realizable level in view Capital Contributions of the Investment Partnership and of the General Partner, and the proceeds of the FHLB Grant), and that all such draws are to be subject to review and approval by the Lender (if required) and by BCTC 94. (d) (i) any applicable Agency Upon the occurrence of Cost Certification and other regulations, (ii) the Minimum Set- Aside Test and (iii) the Rent Restriction Test, andState Designation, if necessary, the General Partners shall also use their best efforts to obtain approvals and implementation of appropriate adjustments in the rental schedule ninety-nine per cent (99%) of the Apartment Complex. aggregate amount of Tax Credits: (cA) The General Partners shall cause for which the Partnership to obtain and keep in force, during the term of the Partnership, comprehensive casualty insurance, including, but not limited to, fire and other risks generally included under "extended coverage" policies, workmen's compensation and public liability insurance in favor of the Partnership (i) would be eligible with such companies and in such amounts as shall be satisfactory to the Lenders and any Agency, or, if the Apartment Complex is no longer subject to Lender or Agency regulation or requirements, as shall be customary for apartment complexes similar respect to the Apartment Complex and based upon the Cost Certification, and/or (iiB) in amounts which shall be (A) no less than those amounts which are customary in allocated by the area for apartment complexes similar Agency with respect to the Apartment Complex, is less than the amount of the Projected Credits attributable to Low-Income Housing Tax Credits (the "Allocation Differential"), then the Capital Contribution of the Investment Partnership shall be reduced by the "Adjustment Amount." The Adjustment Amount shall be equal to the Allocation Differential multiplied by seventy-five and ninety-five one-hundredths per cent (75.95%) and any such reduction in Capital Contribution shall be applied to reduce the Second Installment. In the event that there is a reduction in Capital Contributions equal to the Adjustment Amount, then the amount of the Projected Credits shall be reduced to reflect the Allocation Differential, and thereafter shall be referred to as the "Revised Projected Credits." (ii) If at any time the Accountants determine that, for any fiscal year or portion thereof during the Partnership's operation, ending on the date five (5) years from and after the date of Substantial Completion (the "Reduction Period"), the Actual Credit for such fiscal year or portion thereof is less than the Projected Credit, or the Revised Projected Credit, if applicable, applicable to such fiscal year or portion thereof, then the Capital Contribution of the Investment Partnership shall be reduced by the Reduction Amount. The "Reduction Amount" shall be equal to the sum of (A) the product of the difference between the Projected Credit, or the Revised Projected Credit, if applicable, and the Actual Credit multiplied by seventy-five and ninety-five one-hundredths per cent (75.95%) and (B) no less than the amount of any recapture, interest or penalty payable by the limited partners of the Investment Partnership (assuming pass-through of all such amounts liability in the year incurred and a tax rate equal to the maximum individual rate applicable in such year) as may a result of the Credit Shortfall for such year. Any reduction in Capital Contribution shall first be reasonably requested applied to reduce the Installment next due to be paid by the Investment Limited Partner and/or the Special Limited Partner from time to timePartnership, and (C) any portion of such reduction in any eventexcess of such Installment shall be applied to reduce succeeding Installments. If no further Installments are due to be paid, sufficient to prevent then the entire amount of such reduction shall be repaid by the Partnership from becoming a co-insurer under any such policies. No deductibles on such policies may exceed $1,000, without the prior written consent of to the Investment Limited Partner. The Partnership's fire and other casualty insurance shall be in an amount at least equal to the full replacement value of the Apartment ComplexPartnership promptly after demand is made therefor. The General Partner is obligated to provide such funds to the Partnership as shall be necessary to cause the Partnership and all Partners aforesaid payment to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 (of which up to $5,000,000 may be provided under an umbrella policy). Through the Completion Date, or such later date as may be required made by the Construction Lender or any Agency , the General Partners shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value of the Apartment Complex (excluding the value of the underlying land, the site utilities and the foundations) or (ii) such other amount as shall be required by any Agency or the Construction Lender. Throughout the term of the Partnership, the General Partners shall provide copies of all such policies (or binders) to the Investment Limited Partner promptly after their receipt thereof. Upon the request of the Investment Limited Partner to the General Partners, the General Partners shall cause the applicable insurer to name the Investment Limited Partner as an "additional insured" on each Partnership insurance policy. (d) The obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a General Partner from the Partnership. (1) The General Partners shall establish and maintain reasonable reserves to provide for working capital needs, improvements, replacements and any other contingencies of the Partnership. At a minimum, the General Partners shall cause the Partnership to annually deposit $9,600 from its Cash Flow into replacement reserves. To the extent that Cash Flow (as determined before deduction of this reserve deposit) for any year shall be insufficient to make such deposit in full, the General Partners shall fund such shortfall from their own funds as a Subordinated Loan. (f) Each General Partner shall be bound by the Project Documents, and no additional General Partner shall be admitted if he, she or it has not first agreed to be bound by this Agreement (and assume the obligations of a General Partner hereunder) and by the Project Documents to the same extent and under the same terms as the other General Partners. (g) The General Partners shall take all actions necessary to ensure that the Investment Limited Partner receives the full amount of the Projected Credit, including, without limitation, the rental of apartments to Qualified Tenants and the filing of annual certifications as may be required. In this regard, the General Partners shall, inter alia, cause (i) the Partnership to satisfy all requirements imposed from time to time under the Code with respect to rental levels and occupancy by Qualified Tenants by the close of the first year of the Credit Period so as to permit the Partnership to be entitled to the Tax Credit throughout the compliance period specified in the Code, (ii) all dwelling units in the Apartment Complex to be leased for periods of not less than six months to persons satisfying the Rent Restriction Test,

Duties and Obligations. (a) The General Partners Partner shall manage the affairs of the Partnership to the best of their its ability, shall use their its best efforts to carry out the purpose of the Partnership, and shall devote to the Partnership such time as may be necessary for the proper performance of their its duties and the business of the Partnership. The General Partners Partner shall promptly take all action which may be necessary or appropriate for the proper development, construction, maintenance and operation of the Apartment Complex in accordance with the provisions of this Agreement, the Project Documents and any applicable laws and regulations including, without limitation, funding the Construction and Development Fee to the extent Capital Contributions and Cash Flow are insufficientRegulations. The General Partners are Partner is responsible for the management and operation of the Partnership, including the oversight of the rent-up and operational stages of the Apartment Complex. (b) The Subject to the provisions of Section 6.5(g), the General Partners Partner shall use their best its diligent good faith efforts to cause the Partnership to generate Cash Flow for distribution to the Partners at the maximum realizable level in view of (i) any applicable Agency and other regulationsRegulations, (ii) the Minimum Set- Set-Aside Test and Test, (iii) the Rent Restriction TestTest and (iv) the Projected Rents, and, if necessary, the General Partners Partner also shall also use their its best efforts to obtain approvals and implementation of appropriate adjustments in the rental schedule of the Apartment Complex. (c) The General Partners Partner shall cause the Partnership to obtain and keep in force, during the term of the Partnership, comprehensive casualty insurance, including, but not limited to, fire and other risks generally included under "extended coverage" policies, workmen's compensation and public liability insurance policies in favor of accordance with the Partnership (i) with such companies and in such amounts as shall be satisfactory to the Lenders and any Agency, or, if the Apartment Complex is no longer subject to Lender or Agency regulation or requirements, as shall be customary for apartment complexes similar to the Apartment Complex and (ii) in amounts which shall be (A) no less than those amounts which are customary in the area for apartment complexes similar to the Apartment Complex, (B) no less than such amounts as may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner from time to time, and (C) in any event, sufficient to prevent the Partnership from becoming a co-insurer under any such policies. No deductibles Insurance Requirements set forth on such policies may exceed $1,000, without the prior written consent of the Investment Limited Partner. The Partnership's fire and other casualty insurance shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 (of which up to $5,000,000 may be provided under an umbrella policy). Through the Completion Date, or such later date as may be required by the Construction Lender or any Agency , the General Partners shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value of the Apartment Complex (excluding the value of the underlying land, the site utilities and the foundations) or (ii) such other amount as shall be required by any Agency or the Construction LenderExhibit D hereto. Throughout the term of the Partnership, the General Partners Partner shall provide copies of all such policies (or binders) to the Investment Limited Partner promptly within thirty (30) days after their receipt thereof. Upon the request of the Investment Limited The General Partner to the General Partners, the General Partners shall cause the applicable insurer to name the Investment Limited Partner as an "additional insured" on each Partnership insurance policy. Each Partnership insurance policy shall include a provision requiring the insurance company to notify the Investment Limited Partner in writing no less than thirty (30) days prior to any cancellation, non-renewal or material change in the terms and conditions of coverage. The General Partner shall review regularly all of the Partnership and Apartment Complex insurance coverage to insure that it is adequate and continuing. In particular, the General Partner shall review at least annually the insurance coverage required by this Section 6.5(c) to insure that it is in an amount at least equal to the then current full replacement value of the Apartment Complex. Without limitation of the foregoing, the General Partner shall deliver to the Investment Limited Partner on or before the Admission Date one or more certificates or memoranda of insurance, in form reasonably acceptable to the Investment Limited Partner, evidencing, (i) the existence of the insurance policies and coverages specified on Exhibit D, (ii) that the Partnership and its Partners (including the Investment Limited Partner) are named insured on such policies, and (iii) that such insurance policies will not be cancelled by the insurers except with thirty (30) days' written notice to the Investment Limited Partner. From time to time following the Admission Date, the General Partner shall deliver to the Investment Limited Partner such further certificates or memoranda of insurance as the Investment Limited Partner may reasonably require to confirm that such insurance and notice provisions with respect to insurance under this Agreement have been complied with. (d) The If at any time there is more than one General Partner, the obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a General Partner from the Partnership. (1i) The General Partners Partner shall establish and maintain reasonable reserves (the "Replacement Reserve") to provide for working capital needs, improvements, replacements and any other contingencies of the Partnership. At Beginning with the Fiscal Year in which Permanent Mortgage Commencement occurs, the General Partner shall, at a minimum, the General Partners shall cause the Partnership to annually deposit from cash flow into the Replacement Reserve the following amounts: $9,600 19,425 or $175 per unit in Years 1 through 5, (in Year 1 this aggregate amount shall be deposited within one month from its Cash Flow into replacement reservesPermanent Mortgage Commencement); $22,200 or $200 per unit in Years 6 through 10; and $24,975 or $225 per unit for the remainder of the Partnership term. To the extent that Cash Flow (as determined before deduction of this such reserve deposit) for any year Fiscal Year shall be insufficient to make such deposit in full, the General Partners Partner shall fund such shortfall from their its own funds as a Subordinated Loan. (ii) In addition to the requirements of Section 6.5(e)(i), in order to fund Operating Deficits, the General Partner (or its designee), shall not later than the date on which the Second Installment is paid to the Partnership deposit $50,000 into a segregated reserve account (the "Operating Reserve") to secure the General Partner's obligation to fund Operating Deficits. Funds held in the Operating Reserve may be released to pay operating expenses with the approval of the Special Limited Partner. The funds, if any, remaining in the Operating Reserve shall be returned to the General Partner (or its designee) in accordance with the provisions of Section 10.2 upon the later of (A) the third (3rd) anniversary of Rental Achievement or (B) the achievement of 93% occupancy in the Apartment Complex and a Debt Service Coverage Ratio of 1.12 for a period of twelve (12) consecutive months with each month considered individually. Any funds utilized from the Operating Reserve to pay Partnership operating expenses shall not constitute Subordinated Loans. (f) Each General Partner shall be bound by the provisions of the Project Documents, and no additional General Partner shall be admitted if he, she or it has not first agreed to be bound by this Agreement (and assume the obligations of a General Partner hereunder) and by the Project Documents to the same extent and under the same terms as each of the other General Partners. (g) The General Partners Partner shall take all actions necessary appropriate to ensure that the Investment Limited Partner receives the full amount of the Projected Credit, including, without limitation, the rental of apartments to Qualified Tenants appropriate tenants and the filing of annual certifications as may be required. In this regard, the General Partners Partner shall, inter alia, cause (i) the Partnership to satisfy the Minimum Set-Aside Test, the Rent Restriction Test and all other requirements imposed from time to time under the Code with respect to rental levels and occupancy by Qualified Tenants qualified tenants by the close of the first year of the Credit Period and throughout the Compliance Period so as to permit the Partnership to be entitled to the maximum available Tax Credit throughout (ii) the compliance period specified in the CodePartnership to comply with all Tax Credit monitoring procedures, (iiiii) all dwelling units in the Apartment Complex to be leased for initial periods of not less than six months to persons individuals satisfying the Rent Restriction Test,, (iv) the Partnership to make all appropriate Tax Credit elections in a timely fashion, and (v) all rental units in the Apartment Complex to be of equal quality with comparable amenities available to low-income tenants on a comparable basis without separate fees. (h) On or before the Admission Date, the General Partner shall provide to the Special Limited Partner either (i) an appraisal of the Apartment Complex prepared by a competent independent appraiser or (ii) completed FmHA Forms 1924-13 (estimate and certificate of actual cost) and 1930-7 (statement of budget, income and expense) or HUD project cost and budget analysis on Form 2264, or any successor FmHA or HUD form, any comparable form of a state or other Governmental Authority, including any applicable Credit Agency, setting forth estimates with respect to construction, rehabilitation and mortgage financing costs and initial rental income and operating expense figures for the Apartment Complex. (i) The General Partner shall (i) not store or dispose of (except in compliance with all laws, ordinances, and regulations pertaining thereto) any Hazardous Material at the Apartment Complex, or at or on any other Site or Vessel owned, occupied, or operated either by any General Partner, any Affiliate of a General Partner, or any Person for whose conduct any General Partner is or was responsible; (ii) neither directly nor indirectly transport or arrange for the transport of any Hazardous Material (except in compliance with all laws, ordinances, and regulations pertaining thereto); (iii) provide the Investment Limited Partner with written notice (x) upon any General Partner's obtaining knowledge of any potential or known release, or threat of release, of any Hazardous Material at or from the Apartment Complex or any other Site or Vessel owned, occupied, or operated by any General Partner, any Affiliate of a General Partner or any Person for whose conduct any General Partner is or was responsible or whose liability may result in a lien on the Apartment Complex; (y) upon any General Partner's receipt of any notice to such effect from any federal, state, or other Governmental Authority; and (z) upon any General Partner's obtaining knowledge of any incurrence of any expense or loss by any such government authority in connection with the assessment, containment, or removal of any Hazardous Material for which expense or loss any General Partner may be liable or for which expense or loss a lien may be imposed on the Apartment Complex. (j) The General Partner shall promptly request in writing of the Permanent Lender that the Permanent Lender cause the Special Limited Partner to be named as an "interested party" in the Permanent Mortgage Loan Documents, so that the Permanent Lender will notify the Special Limited Partner of any default under the Permanent Mortgage or the General Partner shall itself notify the Special Limited Partner of any such default. (k) The General Partner shall provide the Special Limited Partner with a true and accurate copy of each Construction Loan requisition and any supporting documents and information which has been submitted for approval by the Construction Lender (whether submitted before or after the Admission Date). (l) The General Partner shall have a fiduciary responsibility for the safekeeping and use of all funds and assets of the Partnership, whether or not in its immediate possession or control. The General Partner shall not employ, or permit another to employ, such funds or assets in any manner except for the exclusive benefit of the Partnership. No General Partner shall contract away the fiduciary duty owed at common law to the Limited Partners.

Duties and Obligations. (a) The General Partners Partner shall manage the affairs of the Partnership to the best of their its ability, shall use their its best efforts to carry out the purpose of the Partnership, and shall devote to the Partnership such time as may be necessary for the proper performance of their its duties and the business of the Partnership. The General Partners Partner shall promptly take all action which may be necessary or appropriate for the proper development, construction, maintenance and operation of the Apartment Complex in accordance with the provisions of this Agreement, the Project Documents and any applicable laws and regulations including, without limitation, funding the Construction and Development Fee to the extent Capital Contributions and Cash Flow are insufficientRegulations. The General Partners are Partner is responsible for the management and operation of the Partnership, including the oversight of the rent-up and operational stages of the Apartment Complex. (b) The Subject to the provisions of Section 6.5(g), the General Partners Partner shall use their best its diligent good faith efforts to cause the Partnership to generate Cash Flow for distribution to the Partners at the maximum realizable level in view of (i) any applicable Agency and other regulationsRegulations, (ii) the Minimum Set- Set-Aside Test and Test, (iii) the Rent Restriction TestTest and (iv) the Projected Rents, and, if necessary, the General Partners Partner also shall also use their its best efforts to obtain approvals and implementation of appropriate adjustments in the rental schedule of the Apartment Complex. (c) The General Partners Partner shall cause the Partnership to obtain and keep in force, during the term of the Partnership, comprehensive casualty insurance, including, but not limited to, fire and other risks generally included under "extended coverage" policies, workmen's compensation and public liability insurance policies in favor of accordance with the Partnership (i) with such companies and in such amounts as shall be satisfactory to the Lenders and any Agency, or, if the Apartment Complex is no longer subject to Lender or Agency regulation or requirements, as shall be customary for apartment complexes similar to the Apartment Complex and (ii) in amounts which shall be (A) no less than those amounts which are customary in the area for apartment complexes similar to the Apartment Complex, (B) no less than such amounts as may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner from time to time, and (C) in any event, sufficient to prevent the Partnership from becoming a co-insurer under any such policies. No deductibles Insurance Requirements set forth on such policies may exceed $1,000, without the prior written consent of the Investment Limited Partner. The Partnership's fire and other casualty insurance shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 (of which up to $5,000,000 may be provided under an umbrella policy). Through the Completion Date, or such later date as may be required by the Construction Lender or any Agency , the General Partners shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value of the Apartment Complex (excluding the value of the underlying land, the site utilities and the foundations) or (ii) such other amount as shall be required by any Agency or the Construction LenderExhibit C hereto. Throughout the term of the Partnership, the General Partners Partner shall provide copies of all such policies (or binders) to the Investment Limited Partner promptly within thirty (30) days after their receipt thereof. Upon the request of the Investment Limited The General Partner to the General Partners, the General Partners shall cause the applicable insurer to name the Investment Limited Partner as an "additional insured" on each Partnership insurance policy. Each Partnership insurance policy shall include a provision requiring the insurance company to notify the Investment Limited Partner in writing no less than thirty (30) days prior to any cancellation, non-renewal or material change in the terms and conditions of coverage. The General Partner shall review regularly all of the Partnership and Apartment Complex insurance coverage to insure that it is adequate and continuing. In particular, the General Partner shall review at least annually the insurance coverage required by this Section 6.5(c) to insure that it is in an amount at least equal to the then current full replacement value of the Apartment Complex. Without limitation of the foregoing, the General Partner shall deliver to the Investment Limited Partner on or before the Admission Date one or more certificates or memoranda of insurance, in form reasonably acceptable to the Investment Limited Partner, evidencing, (i) the existence of the insurance policies and coverages specified on Exhibit C, (ii) that the Partnership and its Partners (including the Investment Limited Partner) are named insured on such policies, and (iii) that such insurance policies will not be cancelled by the insurers except within thirty (30) days' written notice to the Investment Limited Partner. From time to time following the Admission Date, the General Partner shall deliver to the Investment Limited Partner such further certificates or memoranda of insurance as the Investment Limited Partner may reasonably require to confirm that such insurance and notice provisions with respect to insurance under this Agreement have been complied with. (d) The If at any time there is more than one General Partner, the obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a General Partner from the Partnership. (1i) The General Partners Partner shall establish and maintain reasonable reserves (the "Replacement Reserve") to provide for working capital needs, improvements, replacements and any other contingencies of the Partnership. At a minimum, beginning on January 1, 2001, the General Partners Partner shall cause the Partnership to annually deposit $9,600 16,000 from its Cash Flow into replacement reserves. To the Replacement Reserve; to the extent that Cash Flow (as determined before deduction of this such reserve deposit) for any year Fiscal Year shall be insufficient to make such deposit in full, the General Partners Partner shall fund such shortfall from their its own funds as a Subordinated Loan. (ii) In addition to the requirements of Section 6.5(e)(i), in order to fund Operating Deficits, the General Partner (or its designee), may deposit funds into a segregated reserve account (the "Operating Reserve") meet debt service and operating expenses of the Partnership which exceed operating income available for the payment thereof. Funds held in the Operating Reserve may be released to pay operating expenses with the approval of the Special Limited Partner. The funds, if any, remaining in the Operating Reserve shall be returned to the General Partner (or its designee) in accordance with the provisions of Section 10.2 upon the later of (A) the fifth (5th) anniversary of Rental Achievement or (B) the achievement of 93% occupancy in the Apartment Complex and a Debt Service Coverage Ratio of 1.15, in each case for a period of twelve (12) consecutive months with each month considered individually. Any funds utilized from the Operating Reserve to pay Partnership operating expenses shall not constitute Subordinated Loans. Upon the utilization of such funds from the Operating Reserve, the General Partner shall use its best good faith efforts to redeposit Partnership funds in the Operating Reserve in an amount sufficient to maintain the minimum balances required herein. (f) Each General Partner shall be bound by the provisions of the Project Documents, and no additional General Partner shall be admitted if he, she or it has not first agreed to be bound by this Agreement (and assume the obligations of a General Partner hereunder) and by the Project Documents to the same extent and under the same terms as each of the other General Partners. (g) The General Partners Partner shall take all actions necessary appropriate to ensure that the Investment Limited Partner receives the full amount of the Projected Credit, including, without limitation, the rental of apartments to Qualified Tenants appropriate tenants and the filing of annual certifications as may be required. In this regard, the General Partners Partner shall, inter alia, cause (i) the Partnership to satisfy the Minimum Set-Aside Test, the Rent Restriction Test and all other requirements imposed from time to time under the Code with respect to rental levels and occupancy by Qualified Tenants qualified tenants by the close of the first year of the Credit Period and throughout the Compliance Period so as to permit the Partnership to be entitled to the maximum available Tax Credit throughout (ii) the compliance period specified in the CodePartnership to comply with all Tax Credit monitoring procedures, (iiiii) all dwelling units in the Apartment Complex to be leased for initial periods of not less than six months to persons individuals satisfying the Rent Restriction Test,, (iv) the Partnership to make all appropriate Tax Credit elections in a timely fashion, and (v) all rental units in the Apartment Complex to be of equal quality with comparable amenities available to low-income tenants on a comparable basis without separate fees. (h) On or before the Admission Date, the General Partner shall provide to the Special Limited Partner either (i) an appraisal of the Apartment Complex prepared by a competent independent appraiser or (ii) completed FmHA Forms 1924-13 (estimate and certificate of actual cost) and 1930-7 (statement of budget, income and expense) or HUD project cost and budget analysis on Form 2264, or any successor FmHA or HUD form, any comparable form of a state or other Governmental Authority, including any applicable Credit Agency, setting forth estimates with respect to construction, rehabilitation and mortgage financing costs and initial rental income and operating expense figures for the Apartment Complex. (i) The General Partner shall (i) not store or dispose of (except in compliance with all laws, ordinances, and regulations pertaining thereto) any Hazardous Material at the Apartment Complex, or at or on any other Site or Vessel owned, occupied, or operated either by any General Partner, any Affiliate of a General Partner, or any Person for whose conduct any General Partner is or was responsible; (ii) neither directly nor indirectly transport or arrange for the transport of any Hazardous Material (except in compliance with all laws, ordinances, and regulations pertaining thereto); (iii) provide the Investment Limited Partner with written notice (x) upon any General Partner's obtaining knowledge of any potential or known release, or threat of release, of any Hazardous Material at or from the Apartment Complex or any other Site or Vessel owned, occupied, or operated by any General Partner, any Affiliate of a General Partner or any Person for whose conduct any General Partner is or was responsible or whose liability may result in a lien on the Apartment Complex; (y) upon any General Partner's receipt of any notice to such effect from any federal, state, or other Governmental Authority; and (z) upon any General Partner's obtaining knowledge of any incurrence of any expense or loss by any such government authority in connection with the assessment, containment, or removal of any Hazardous Material for which expense or loss any General Partner may be liable or for which expense or loss a lien may be imposed on the Apartment Complex. (j) The General Partner shall promptly request in writing of the Permanent Lender that the Permanent Lender cause the Special Limited Partner to be named as an "interested party" in the Permanent Mortgage Loan Documents, so that the Permanent Lender will notify the Special Limited Partner of any default under the Permanent Mortgage or the General Partner shall itself notify the Special Limited Partner of any such default. (k) The General Partner shall provide the Special Limited Partner with a true and accurate copy of each Construction Loan requisition and any supporting documents and information which has been submitted for approval by the Construction Lender (whether submitted before or after the Admission Date). (l) The General Partner shall have a fiduciary responsibility for the safekeeping and use of all funds and assets of the Partnership, whether or not in its immediate possession or control. The General Partner shall not employ, or permit another to employ, such funds or assets in any manner except for the exclusive benefit of the Partnership. No General Partner shall contract away the fiduciary duty owed at common law to the Limited Partners.

Duties and Obligations. (a) The General Partners shall manage the affairs of the Partnership to the best of their ability, shall use their best efforts to carry out the purpose of the Partnership, and shall devote to the Partnership such time as may be necessary for the proper performance of their duties and the business of the Partnership. The General Partners shall promptly take all action which may be necessary or appropriate for the proper development, maintenance and operation of the Apartment Complex in accordance with the provisions of this Agreement, the Project Documents and applicable laws and regulations including, without limitation, funding the Construction and Development Fee to the extent Capital Contributions and Cash Flow are insufficient. The General Partners are responsible for the management and operation of the Partnership, including the oversight of the rent-up and operational stages of the Apartment Complex. (b) The General Partners shall use their best efforts to cause the Partnership to generate Cash Flow for distribution to the Partners at the maximum realizable level in view of (i) any applicable Agency and other regulations, (ii) the Minimum Set- Set-Aside Test and (iii) the Rent Restriction Test, and, if necessary, the General Partners shall also use their best efforts to obtain approvals and implementation of appropriate adjustments in the rental schedule of the Apartment Complex. (c) The General Partners shall cause the Partnership to obtain and keep in force, during the term of the Partnership, comprehensive casualty insurance, including, but not limited to, fire and other risks generally included under "extended coverage" policies, workmen's compensation and public liability insurance in favor of the Partnership (i) with such companies and in such amounts as shall be satisfactory to the Lenders and any Agency, or, if the Apartment Complex is no longer subject to Lender or Agency regulation or requirements, as shall be customary for apartment complexes similar to the Apartment Complex and (ii) in amounts which shall be (A) no less than those amounts which are customary in the area for apartment complexes similar to the Apartment Complex, (B) no less than such amounts as may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner from time to time, and (C) in any event, sufficient to prevent the Partnership from becoming a co-insurer under any such policies. No deductibles on such policies may exceed $1,000, without the prior written consent of the Investment Limited Partner. The Partnership's fire and other casualty insurance shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 (of which up to $5,000,000 may be provided under an umbrella policy). Through the Completion Date, or such later date as may be required by the Construction Lender or any Agency , the General Partners shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value of the Apartment Complex (excluding the value of the underlying land, the site utilities and the foundations) or (ii) such other amount as shall be required by any Agency or the Construction Lender. Throughout the term of the Partnership, the General Partners shall provide copies of all such policies (or binders) to the Investment Limited Partner promptly after their receipt thereof. Upon the request of the Investment Limited Partner to the General Partners, the General Partners shall cause the applicable insurer to name the Investment Limited Partner as an "additional insured" on each Partnership insurance policy. (d) The obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a General Partner from the Partnership. (1) The General Partners shall establish and maintain reasonable reserves to provide for working capital needs, improvements, replacements and any other contingencies of the Partnership. At a minimum, the General Partners shall cause the Partnership to annually deposit $9,600 4,800 from its Cash Flow into replacement reserves. To the extent that Cash Flow (as determined before deduction of this reserve deposit) for any year shall be insufficient to make such deposit in full, the General Partners shall fund such shortfall from their own funds as a Subordinated Loan. (2) In addition to the requirements of Section 6.5(e)(1), in order to meet operating expenses of the Partnership which exceed operating income available for the payment thereof, $15,000 shall be deposited, out of the proceeds of the First Installment, into a segregated operating reserve account to fund operating expenses in excess of operating income. Notwithstanding, and in addition to the foregoing, however, if, at any time, the rate of interest charged on the Permanent Loan equals or exceeds ten and 75/100 (10.75%) percent per annum, the General Partner shall deliver to the Special Limited Partner, as an additional operating reserve, an irrevocable, unconditional letter of credit from a recognized commercial lending institution in the amount of $27,000. The aforesaid operating reserve funds and the letter of credit may only be released upon the approval of the Special Limited Partner. (f) Each General Partner shall be bound by the Project Documents, and no additional General Partner shall be admitted if he, she or it has not first agreed to be bound by this Agreement (and assume the obligations of a General Partner hereunder) and by the Project Documents to the same extent and under the same terms as the other General Partners. (g) The General Partners shall take all actions necessary to ensure that the Investment Limited Partner receives the full amount of the Projected Credit, including, without limitation, the rental of apartments to Qualified Tenants and the filing of annual certifications as may be required. In this regard, the General Partners shall, inter alia, cause (i) the Partnership to satisfy all requirements imposed from time to time under the Code with respect to rental levels and occupancy by Qualified Tenants by the close of the first year of the Credit Period so as to permit the Partnership to be entitled to the Tax Credit throughout the compliance period specified in the Code, (ii) all dwelling units in the Apartment Complex to be leased for periods of not less than six months to persons satisfying the Rent Restriction Test,

Duties and Obligations. (a) The General Partners shall manage the affairs of the Partnership to the best of their ability, shall use their best efforts to carry out the purpose of the Partnership, and shall devote to the Partnership such time as may be necessary for the proper performance of their duties and the business of the Partnership. The General Partners shall promptly take all action which may be necessary or appropriate for the proper development, maintenance and operation of the Apartment Complex in accordance with the provisions of this Agreement, the Project Documents and applicable laws and regulations including, without limitation, funding the Construction and Development Fee to the extent Capital Contributions and Cash Flow are insufficient. The General Partners are responsible for the management and operation of the Partnership, including the oversight of the rent-up and operational stages of the Apartment Complex. (b) The General Partners shall use their best efforts to cause the Partnership to generate Cash Flow for distribution to the Partners at the maximum realizable level in view of (i) any applicable Agency RECD and other regulations, (ii) the Minimum Set- Set-Aside Test and (iii) the Rent Restriction Test, and, if necessary, the General Partners shall also use their best efforts to obtain approvals and implementation of appropriate adjustments in the rental schedule of the Apartment Complex. (c) The General Partners shall cause the Partnership to obtain and keep in force, during the term of the Partnership, comprehensive casualty insurance, including, but not limited to, fire and other risks generally included under "extended coverage" policies, workmen's compensation and public liability insurance in favor of the Partnership (i) with such companies and in such amounts as shall be satisfactory to the Lenders and any AgencyRECD, or, if the Apartment Complex is no longer subject to Lender or Agency RECD regulation or requirements, as shall be customary for apartment complexes similar to the Apartment Complex and (ii) in amounts which shall be (A) no less than those amounts which are customary in the area for apartment complexes similar to the Apartment Complex, (B) no less than such amounts as may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner from time to time, and (C) in any event, sufficient to prevent the Partnership from becoming a co-insurer under any such policies. No deductibles on such policies may exceed $1,000, without the prior written consent . The public liability insurance in favor of the Investment Limited Partner. The Partnership's fire and other casualty insurance Partnership shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 (of which up to $5,000,000 may be provided under an umbrella policy)1,000,000. Through the Completion Date, or such later date as may be required by the Construction Lender or any Agency RECD, the General Partners shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value of the Apartment Complex (excluding the value of the underlying land, the site utilities and the foundations) or (ii) such other amount as shall be required by any Agency RECD or the Construction Lender. Throughout the term of the Partnership, the General Partners shall provide copies of all such policies (or binders) to the Investment Limited Partner promptly after their receipt thereof. Upon the request of the Investment Limited Partner to the General Partners, the General Partners shall cause the applicable insurer to name the Investment Limited Partner as an "additional insured" on each Partnership insurance policy. (d) The obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a General Partner from the Partnership. (1i) The General Partners shall establish and maintain reasonable reserves to provide for working capital needs, improvements, replacements and any other contingencies of the Partnership. At a minimum, the General Partners shall cause the Partnership to annually deposit $9,600 15,000 from its Cash Flow into replacement reserves. To ; to the extent that Cash Flow (as determined before deduction of this reserve deposit) for any year shall be insufficient to make such deposit in full, the General Partners shall fund such shortfall from their own funds as a Subordinated Loan. (f) Each General Partner shall be bound by the Project Documents, and no additional General Partner shall be admitted if he, she or it has not first agreed to be bound by . Funding of this Agreement (and assume the obligations of a General Partner hereunder) and by the Project Documents to the same extent and under the same terms as the other General Partners. (g) The General Partners shall take all actions necessary to ensure that the Investment Limited Partner receives the full amount of the Projected Credit, including, without limitation, the rental of apartments to Qualified Tenants and the filing of annual certifications as account may be required. In suspended in any period during which this regard, the General Partners shall, inter alia, cause (i) the Partnership to satisfy all requirements imposed from time to time under the Code with respect to rental levels and occupancy by Qualified Tenants by the close account has a balance of the first year of the Credit Period so as to permit the Partnership to be entitled to the Tax Credit throughout the compliance period specified in the Code, (ii) all dwelling units in the Apartment Complex to be leased for periods of not less than six months to persons satisfying the Rent Restriction Test,$150,000.

Duties and Obligations. (a) The General Partners shall manage the affairs of the Partnership to the best of their ability, shall use their best efforts to carry out the purpose of the Partnership, and shall devote to the Partnership such time as may be necessary for the proper performance of their duties and the business of the Partnership. The General Partners shall promptly take all action which may be necessary or appropriate for the proper development, maintenance and operation of the Apartment Complex in accordance with the provisions of this Agreement, the Project Documents and applicable laws and regulations including, without limitation, funding the Construction and Development Fee to the extent Capital Contributions and Cash Flow are insufficient. The General Partners are responsible for the management and operation of the Partnership, including the oversight of the rent-up and operational stages of the Apartment Complex. (b) The General Partners shall use their best efforts to cause the Partnership to generate Cash Flow for distribution to the Partners at the maximum realizable level in view of (i) any applicable Agency FmHA and other regulations, (ii) the Minimum Set- Set-Aside Test and (iii) the Rent Restriction Test, and, if necessary, the General Partners shall also use their best efforts to obtain approvals and implementation of appropriate adjustments in the rental schedule of the Apartment Complex. (c) The General Partners shall cause the Partnership to obtain and keep in force, during the term of the Partnership, comprehensive casualty insurance, including, but not limited to, fire and other risks generally included under "extended coverage" policies, workmen's compensation and public liability insurance in favor of the Partnership (i) with such companies and in such amounts as shall be satisfactory to the Lenders and any AgencyFmHA, or, if the Apartment Complex is no longer subject to Lender or Agency FmHA regulation or requirements, as shall be customary for apartment complexes similar to the Apartment Complex and (ii) in amounts which shall be (A) no less than those amounts which are customary in the area for apartment complexes similar to the Apartment Complex, (B) no less than such amounts as may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner from time to time, and (C) in any event, sufficient to prevent the Partnership from becoming a co-insurer under any such policies. No deductibles on such policies may exceed $1,000, without the prior written consent . The public liability insurance in favor of the Investment Limited Partner. The Partnership's fire and other casualty insurance Partnership shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 (of which up to $5,000,000 may be provided under an umbrella policy)2,000,000. Through the Completion Date, or such later date as may be required by the Construction Lender or any Agency FmHA, the General Partners shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value of the Apartment Complex (excluding the value of the underlying land, the site utilities and the foundations) or (ii) such other amount as shall be required by any Agency FmHA or the Construction Lender. Throughout the term of the Partnership, the General Partners shall provide copies of all such policies (or binders) to the Investment Limited Partner promptly after their receipt thereof. Upon the request of the Investment Limited Partner to the General Partners, the General Partners shall cause the applicable insurer to name the Investment Limited Partner as an "additional insured" on each Partnership insurance policy. (d) The obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a General Partner from the Partnership. (1e) The General Partners shall establish and maintain reasonable reserves to provide for working capital needs, improvements, replacements and any other contingencies of the Partnership. At a minimum, the General Partners shall cause the Partnership to annually deposit up to $9,600 12,350 or such lesser amount as may be authorized by FmHA, from its Cash Flow into replacement reserves. To ; to the extent that Cash Flow (as determined before deduction of this reserve deposit) for any year shall be insufficient to make such deposit in full, the General Partners shall fund such shortfall from their own funds as a Subordinated LoanLoan unless FmHA shall authorize the Partnership to suspend deposits into replacement reserves. Funding of this account may be suspended in any period during which this account has a balance of $123,500 or ten times the annual amount authorized by FmHA, whichever is lesser. (f) Each General Partner shall be bound by the Project Documents, and no additional General Partner shall be admitted if he, she or it has not first agreed to be bound by this Agreement (and assume the obligations of a General Partner hereunder) and by the Project Documents to the same extent and under the same terms as the other General Partners. (g) The General Partners shall take all actions necessary to ensure that the Investment Limited Partner receives the full amount of the Projected Credit, including, without limitation, the rental of apartments to Qualified Tenants appropriate tenants and the filing of annual certifications as may be required. In this regard, the General Partners shall, inter alia, cause (i) the Partnership to satisfy all requirements imposed from time to time under the Code with respect to rental levels and occupancy by Qualified Tenants qualified tenants by the close of the first year of the Credit Period and throughout the Compliance Period so as to permit the Partnership to be entitled to the Tax Credit throughout the compliance period specified in Compliance Period so as to permit the CodePartnership to be entitled to the maximum available Tax Credit, (ii) the Partnership to comply with all State Tax Credit monitoring procedures, (iii) all dwelling units in the Apartment Complex to be leased for periods of not less than six months to persons satisfying the Rent Restriction Test,

Duties and Obligations. (a) The General Partners Partner shall manage the affairs of the Partnership to the best of their its ability, shall use their its best efforts to carry out the purpose of the Partnership, and shall devote to the Partnership such time as may be necessary for the proper performance of their its duties and the business of the Partnership. The General Partners Partner shall promptly take all action which may be necessary or appropriate for the proper development, construction, maintenance and operation of the Apartment Complex in accordance with the provisions of this Agreement, the Project Documents and any applicable laws and regulations including, without limitation, funding the Construction and Development Fee to the extent Capital Contributions and Cash Flow are insufficientRegulations. The General Partners are Partner is responsible for the management and operation of the Partnership, including the oversight of the rent-up and operational stages of the Apartment Complex. (b) The Subject to the provisions of Section 6.5(g), the General Partners Partner shall use their best its diligent good faith efforts to cause the Partnership to generate Cash Flow for distribution to the Partners at the maximum realizable level in view of (i) any applicable Agency and other regulationsRegulations, (ii) the Minimum Set- Set-Aside Test and Test, (iii) the Rent Restriction TestTest and (iv) the Projected Rents, and, if necessary, the General Partners Partner also shall also use their its best efforts to obtain approvals and implementation of appropriate adjustments in the rental schedule of the Apartment Complex. (c) The General Partners Partner shall cause the Partnership to obtain and keep in force, during the term of the Partnership, comprehensive casualty insurance, including, but not limited to, fire and other risks generally included under "extended coverage" policies, workmen's compensation and public liability insurance policies in favor of accordance with the Partnership (i) with such companies and in such amounts as shall be satisfactory to the Lenders and any Agency, or, if the Apartment Complex is no longer subject to Lender or Agency regulation or requirements, as shall be customary for apartment complexes similar to the Apartment Complex and (ii) in amounts which shall be (A) no less than those amounts which are customary in the area for apartment complexes similar to the Apartment Complex, (B) no less than such amounts as may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner from time to time, and (C) in any event, sufficient to prevent the Partnership from becoming a co-insurer under any such policies. No deductibles Insurance Requirements set forth on such policies may exceed $1,000, without the prior written consent of the Investment Limited Partner. The Partnership's fire and other casualty insurance shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 (of which up to $5,000,000 may be provided under an umbrella policy). Through the Completion Date, or such later date as may be required by the Construction Lender or any Agency , the General Partners shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value of the Apartment Complex (excluding the value of the underlying land, the site utilities and the foundations) or (ii) such other amount as shall be required by any Agency or the Construction LenderExhibit D hereto. Throughout the term of the Partnership, the General Partners Partner shall provide copies of all such policies (or binders) to the Investment Limited Partner promptly within thirty (30) days after their receipt thereof. Upon the request of the Investment Limited The General Partner to the General Partners, the General Partners shall cause the applicable insurer to name the Investment Limited Partner as an "additional insured" on each Partnership insurance policy. Each Partnership insurance policy shall include a provision requiring the insurance company to notify the Investment Limited Partner in writing no less than thirty (30) days prior to any cancellation, non-renewal or material change in the terms and conditions of coverage. The General Partner shall review regularly all of the Partnership and Apartment Complex insurance coverage to insure that it is adequate and continuing. In particular, the General Partner shall review at least annually the insurance coverage required by this Section 6.5(c) to insure that it is in an amount at least equal to the then current full replacement value of the Apartment Complex. Without limitation of the foregoing, the General Partner shall deliver to the Investment Limited Partner on or before the Admission Date one or more certificates or memoranda of insurance, in form reasonably acceptable to the Investment Limited Partner, evidencing, (i) the existence of the insurance policies and coverages specified on Exhibit D, (ii) that the Partnership and its Partners (including the Investment Limited Partner) are named insured on such policies, and (iii) that such insurance policies will not be cancelled by the insurers except with thirty (30) days' written notice to the Investment Limited Partner. From time to time following the Admission Date, the General Partner shall deliver to the Investment Limited Partner such further certificates or memoranda of insurance as the Investment Limited Partner may reasonably require to confirm that such insurance and notice provisions with respect to insurance under this Agreement have been complied with. (d) The If at any time there is more than one General Partner, the obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a General Partner from the Partnership. (1i) The General Partners Partner shall establish and maintain reasonable reserves (the "Replacement Reserve") to provide for working capital needs, improvements, replacements and any other contingencies of the Partnership. At Beginning with the Fiscal Year in which Permanent Mortgage Commencement occurs, the General Partner shall, at a minimum, the General Partners shall cause the Partnership to annually deposit from cash flow into the Replacement Reserve $9,600 from its Cash Flow into replacement reserves16,800 or $200 per unit on an annualized basis. To the extent that Cash Flow (as determined before deduction of this such reserve deposit) for any year Fiscal Year shall be insufficient to make such deposit in full, the General Partners Partner shall fund such shortfall from their its own funds as a Subordinated Loan. (fii) Each General Partner shall be bound by the Project Documents, and no additional General Partner shall be admitted if he, she or it has not first agreed to be bound by this Agreement (and assume the obligations of a General Partner hereunder) and by the Project Documents In addition to the same extent and under the same terms as the other General Partners. (g) The General Partners shall take all actions necessary requirements of Section 6.5(e)(i), in order to ensure that the Investment Limited Partner receives the full amount of the Projected Credit, including, without limitation, the rental of apartments to Qualified Tenants and the filing of annual certifications as may be required. In this regardfund Operating Deficits, the General Partners shallPartner (or its designee), inter aliashall not later than the date on which the Second Installment is paid to the Partnership deposit $50,000 into a segregated reserve account (the "Operating Reserve") to secure the General Partner's obligation to fund Operating Deficits. Funds held in the Operating Reserve may be released to pay operating expenses with the approval of the Special Limited Partner. The funds, cause if any, remaining in the Operating Reserve shall be returned to the General Partner (ior its designee) in accordance with the provisions of Section 10.2 upon the later of (A) the Partnership to satisfy all requirements imposed from time to time under third (3rd) anniversary of Rental Achievement or (B) the Code with respect to rental levels and achievement of 93% occupancy by Qualified Tenants by the close of the first year of the Credit Period so as to permit the Partnership to be entitled to the Tax Credit throughout the compliance period specified in the Code, (ii) all dwelling units in the Apartment Complex and a Debt Service Coverage Ratio of 1.12 for a period of twelve (12) consecutive months with each month considered individually. Any funds utilized from the Operating Reserve to pay Partnership operating expenses shall not constitute Subordinated Loans. (iii) In addition to the requirements of Section 6.5(e)(i) and (ii) above, in order to fund certain real property tax payments, the General Partner (or its designee) shall not later than the date on which the Third Installment is paid to the Partnership deposit $100,000 into a segregated reserve account (the "Property Tax Reserve") as additional security for the General Partner's obligation to fund Operating Deficits. Funds held in the Property Tax Reserve may be released and applied toward payment of real property taxes or payments in lieu thereof in accordance with Renaissance Zone requirements or the Tax Abatement due for any Fiscal Year at the time such taxes become due. The maximum amount to be leased released from the Property Tax Reserve in any calendar year shall not exceed that amount necessary for periods the Partnership to maintain a Debt Service Coverage Ratio of not less than six months 1.05/1.00 taking into account Cash Available for Debt Service for the preceding year (including the Property Tax Reserve after withdrawals for the current year) compared to persons satisfying actual operating expenses (including Debt Service Requirements) for the Rent Restriction Test,preceding Fiscal Year. Further, funds held in the Property Tax Reserve may be released to apply toward Operating Deficits with the Consent of the Special Limited Partner. The funds, if any, remaining in the Property Tax Reserve at the end of the initial Compliance Period shall be first applied toward the payment of any outstanding amounts due on the Development Fee, next to be returned to the General Partner (or its designee) in accordance with the provisions of Section 10.

Duties and Obligations. (a) The General Partners shall manage the affairs of the Partnership to the best of their ability, shall use their best efforts to carry out the purpose of the Partnership, and shall devote to the Partnership such time as may be necessary for the proper performance of their duties and the business of the Partnership. The General Partners shall promptly take all action which may be necessary or appropriate for the proper development, maintenance and operation of the Apartment Complex in accordance with the provisions of this Agreement, the Project Documents and applicable laws and regulations including, without limitation, funding the Construction and Development Fee to the extent Capital Contributions and Cash Flow are insufficient. The General Partners are responsible for the management and operation of the Partnership, including the oversight of the rent-up and operational stages of the Apartment Complex. (b) The General Partners shall use their best efforts to cause the Partnership to generate Cash Flow for distribution to the Partners at the maximum realizable level in view of (i) any applicable Agency FmHA and other regulations, (ii) the Minimum Set- Set-Aside Test and (iii) the Rent Restriction Test, and, if necessary, the General Partners shall also use their best efforts to obtain approvals and implementation of appropriate adjustments in the rental schedule of the Apartment Complex. (c) The General Partners shall cause the Partnership to obtain and keep in force, during the term of the Partnership, comprehensive casualty insurance, including, but not limited to, fire and other risks generally included under "extended coverage" policies, workmen's compensation and public liability insurance in favor of the Partnership (i) with such companies and in such amounts as shall be satisfactory to the Lenders and any AgencyFmHA, or, if the Apartment Complex is no longer subject to Lender or Agency FmHA regulation or requirements, as shall be customary for apartment complexes similar to the Apartment Complex and (ii) in amounts which shall be (A) no less than those amounts which are customary in the area for apartment complexes similar to the Apartment Complex, (B) no less than such amounts as may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner from time to time, and (C) in any event, sufficient to prevent the Partnership from becoming a co-insurer under any such policies. No deductibles on such policies may exceed $1,000, without the prior written consent of the Investment Limited Partner5,000. The Partnership's fire and other casualty insurance shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 (of which up to $5,000,000 may be provided under an umbrella policy). Through the Completion Date, or such later date as may be required by the Construction Lender or any Agency FmHA, the General Partners shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value of the Apartment Complex (excluding the value of the underlying land, the site utilities and the foundations) or (ii) such other amount as shall be required by any Agency or the Construction LenderFmHA. Throughout the term of the Partnership, the General Partners shall provide copies of all such policies (or binders) to the Investment Limited Partner promptly after their receipt thereof. Upon the request of the Investment Limited Partner to the General Partners, the General Partners shall cause the applicable insurer to name the Investment Limited Partner as an "additional insured" on each Partnership insurance policy. (d) The obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a General Partner from the Partnership. (1) The As required by FmHA and/or the Authority, the General Partners shall establish and maintain reasonable reserves to provide for working capital needs, improvements, replacements and any other contingencies of the Partnership. At a minimum, the General Partners shall cause the Partnership to annually deposit $9,600 12,350 from its Cash Flow into replacement reserves. To reserves until fully funded at $123,500; to the extent that Cash Flow (as determined before deduction of this reserve deposit) for any year shall be insufficient to make such deposit in full, the General Partners shall fund such shortfall from their own funds as a Subordinated Loan. (2) The General Partners have established a Operating Defecit Escrow Fund in the amount of $40,000, pursuant to a certain Operating Defecit Escrow Fund Agreement by and between the Partnership and Intervest Partners Corporation. Funds in the Operating Defecit Escrow Fund shall be dispersed pursuant to the terms of the Operating Defecit Escrow Fund Agreement. (3) The General Partners have established a Social Services Escrow Fund in the amount of $15,000, pursuant to a certain Social Services Escrow Agreement by and between the Partnership and The New Life Ministry, Inc. Funds in the Social Services Escrow Fund shall be dispersed pursuant to the terms of the Social Services Escrow Agreement. (f) Each General Partner shall be bound by the Project Documents, and no additional General Partner shall be admitted if he, she or it has not first agreed to be bound by this Agreement (and assume the obligations of a General Partner hereunder) and by the Project Documents to the same extent and under the same terms as the other General Partners. (g) The General Partners shall take all actions necessary to ensure that the Investment Limited Partner receives the full amount of the Projected Credit, including, without limitation, the rental of apartments to Qualified Tenants appropriate tenants and the filing of annual certifications as may be required. In this regard, the General Partners shall, inter alia, cause (i) the Partnership to satisfy all requirements imposed from time to time under the Code with respect to rental levels and occupancy by Qualified Tenants qualified tenants by the close of the first year of the Credit Period and throughout the Compliance Period so as to permit the Partnership to be entitled to the Tax Credit throughout the compliance period specified in Compliance Period so as to permit the CodePartnership to be entitled to the maximum available Tax Credit, (ii) the Partnership to comply with all State Tax Credit monitoring procedures, (iii) all dwelling units in the Apartment Complex to be leased for periods of not less than six months to persons satisfying the Rent Restriction Test,

Duties and Obligations. Relating to the Apartment Complex and the Partnership. The General Partner shall have the following duties and obligations with respect to the Apartment Complex and the Partnership: (a) The General Partners all requirements shall manage be met which are necessary to obtain or achieve (i) compliance with the affairs of Minimum Set-Aside Test, the Partnership to the best of their ability, shall use their best efforts to carry out the purpose of the PartnershipRent Restriction Test, and shall devote to the Partnership such time as may be any other requirements necessary for the proper performance Apartment Complex to initially qualify, and to continue to qualify, for Tax Credits, including all requirements set forth in the Extended Use Commitment, (ii) issuance of their duties all necessary certificates of occupancy, including all governmental approvals required to permit occupancy of all of the apartment units in the Apartment Complex, (iii) Initial Closing, (iv) Final Closing and (v) compliance with all provisions of the Project Documents; (b) while conducting the business of the Partnership. The , the General Partners Partner shall promptly take all action not act in any manner which may it knows or should have known after due inquiry will (i) cause the termination of the Partnership for federal income tax purposes without the Consent of the Investment Partnership, or (ii) cause the Partnership to be necessary or appropriate treated for federal income tax purposes as an association taxable as a corporation; (c) the proper development, maintenance and operation Apartment Complex shall be managed upon Substantial Completion so that (i) no less than eighty per cent (80%) of the gross income from the Apartment Complex in accordance every year is rental income from dwelling units in the Apartment Complex used to provide living accommodations not on a transient basis, (ii) the rental of all units in the Apartment Complex complies with the provisions tenant income limitations and other restrictions under the Rent Restriction Test and as set forth in the Extended Use Commitment and all applicable documents entered into in connection with the Mortgage Loan, and (iii) one hundred percent (100%) of this Agreement, the Project Documents and applicable laws and regulations including, without limitation, funding units in the Construction and Development Fee Apartment Complex are occupied or held for occupancy by individuals with incomes of sixty percent (60%) or less of area median income as adjusted for family size; (d) the General Partner shall exercise good faith in all activities relating to the extent Capital Contributions and Cash Flow are insufficient. The General Partners are responsible for conduct of the management and operation business of the Partnership, including the oversight of the rent-up development, operation and operational stages maintenance of the Apartment Complex. , and shall take no action with respect to the business and property of the Partnership which is not reasonably related to the achievement of the purpose of the Partnership; (be) The all of (i) the fixtures, maintenance supplies, tools, equipment and the like now and to be owned by the Partnership or to be appurtenant to, or to be used in the operation of the Apartment Complex, as well as (ii) the rents, revenues and profits earned from the operation of the Apartment Complex, will be free and clear of all security interests and encumbrances except for the Mortgage Loan and the Mortgage, and any additional security agreements executed in connection therewith; (f) the General Partners Partner will execute on behalf of the Partnership all documents necessary to elect, pursuant to Sections 732, 743 and 754 of the Code, to adjust the basis of the Partnership's property upon the request of the Investment Partnership, if, in the sole opinion of the Investment Partnership, such election would be advantageous to the Investment Partnership and any such elections (including elections made at the direction or with the consent of the Investment Partnership) shall use their best efforts not reduce the obligations of the General Partner pursuant to Section 5.01(d); (g) the General Partner guarantees payment by the Partnership of any Credit Recovery Loan pursuant to 5.01(d) and the Asset Management Fee pursuant to Section 8.11.1 (as limited by such section), and payment by the Partnership of the Development Fee pursuant to Section 8.10; (h) the General Partner shall comply and cause the Partnership to generate Cash Flow comply with the provisions of all applicable governmental and contractual obligations; (i) the General Partner shall be responsible for distribution the payment of any fines or penalties imposed by the Agency or the Lender pursuant to the Partners at Project Documents and any documents executed in connection with obtaining Tax Credits (other than with respect to payments of principal or interest under the maximum realizable level in view Mortgage Loan from and after Final Closing); (j) the General Partner shall promptly notify the Investment Partnership of any written or oral notice of (i) any applicable Agency and default or failure of compliance with respect to the Mortgage Loan or any other regulationsfinancial, (ii) the Minimum Set- Aside Test and (iii) the Rent Restriction Test, and, if necessary, the General Partners shall also use their best efforts to obtain approvals and implementation of appropriate adjustments in the rental schedule of the Apartment Complex. (c) The General Partners shall cause the Partnership to obtain and keep in force, during the term of the Partnership, comprehensive casualty insurance, including, but not limited to, fire and other risks generally included under "extended coverage" policies, workmen's compensation and public liability insurance in favor contractual or governmental obligation of the Partnership or the General Partner (i) with such companies and in such amounts as shall be satisfactory to the Lenders and any Agency, orcase of the General Partner, if the Apartment Complex is no longer subject to Lender such default or Agency regulation or requirements, as shall be customary for apartment complexes similar to the Apartment Complex and (ii) in amounts which shall be (A) no less than those amounts which are customary in the area for apartment complexes similar to the Apartment Complex, (B) no less than such amounts as failure of compliance may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner from time to time, and (C) in any event, sufficient to prevent have a material adverse impact on the Partnership from becoming a co-insurer under any such policies. No deductibles on such policies may exceed $1,000or its operations), without the prior written consent of the Investment Limited Partner. The Partnership's fire and other casualty insurance shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 (of which up to $5,000,000 may be provided under an umbrella policy). Through the Completion Date, or such later date as may be required by the Construction Lender or any Agency , the General Partners shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value of the Apartment Complex (excluding the value of the underlying land, the site utilities and the foundations) or (ii) such other amount as shall be required by any Agency IRS proceeding regarding the Apartment Complex or the Construction Lender. Throughout Partnership; (k) the term General Partner shall, during and after the period in which it is a Partner, provide the Partnership with such information and sign such documents as are necessary for the Partnership to make timely, accurate and complete submissions of federal and state income tax returns; (l) within thirty (30) days following the Admission Date, the General Partner shall submit to Boston Capital evidence of the Partnership's engagement of Accountants, who have been approved by BCTC 94, Inc., to be responsible for the Partnership's audit and tax matter reporting obligations under Section 13.04 hereof. BCTC 94, Inc. hereby acknowledges that the accounting firm of Reznick, Fedxxx & Xilxxxxxx of Xxxxxxxx, Maryland is approved by BCTC 94, Inc. as the initial Accountant for the Partnership; (m) the General Partners Partner shall provide copies of all such policies (or binders) to the Investment Limited Partner promptly after their receipt thereof. Upon the request BCTC 94, Inc., for its approval and Consent, prior to execution, a copy of the Investment Limited Partner Extended Use Commitment to be entered into between the Partnership and the Agency and shall ensure that such Extended Use Commitment is executed and recorded no later than the end of the first taxable year in which any Tax Credit is claimed by the Partnership with respect to any building in the Apartment Complex; and (n) the General Partners, the General Partners shall cause the applicable insurer to name the Investment Limited Partner as an "additional insured" on each Partnership insurance policy. (d) The obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a General Partner from the Partnership. (1) The General Partners shall establish and maintain reasonable reserves all reserve accounts required by the Lender pursuant to provide for working capital needsthe Loan Documents. ARTICLE V PARTNERS, improvementsPARTNERSHIP INTERESTS AND OBLIGATIONS OF THE PARTNERSHIP 5.01. Partners, replacements Capital Contributions and any other contingencies Partnership Interests. (a) The General Partner, its principal address or place of business, its Capital Contribution and Percentage Interest are as follows: Byam Village xx Massachusetts LLC $246,700 1.0% One Boston Pxxxx, Xxxxx 0000 Xxxxxx, XX 00000 Xx xxe event that the Partnership has not paid all or part of the Partnership. At a minimumDeferred Development Fee when the final payment is due pursuant to the Development Agreement and Section 8.10 hereof, the General Partners Partner shall cause contribute to the Partnership an amount equal to annually deposit $9,600 from its Cash Flow into replacement reserves. To any such remaining principal balance (the extent that Cash Flow (as determined before deduction of this reserve deposit"General Partner's Special Capital Contribution") for any year and the Partnership shall be insufficient thereupon make a payment in an equal amount to make such deposit in full, pay off the General Partners shall fund such shortfall from their own funds as a Subordinated Loanprincipal balance due under the Development Agreement. (fi) Each General Partner shall be bound by the Project DocumentsThe Investment Partnership, its principal office or place of business, its Capital Contribution and no additional General Partner shall be admitted if heits Percentage Interest is as follows: Boston Capital Tax $426,008 (as more 98.99% Credit Fund IV L.P. specifically set (Series 26) forth in subparagraph c/o Boston Capital (c) immediately below) Partners, she Inc. One Boston Pxxxx 00xx Xxxxx Xxxxxx, XX 00000 (xx) The Special Limited Partner, its principal office or it has not first agreed to be bound by this Agreement place of business, its Capital Contribution and its Percentage Interest is as follows: BCTC 94, Inc. $10.00 0.01% c/o Boston Capital Partners, Inc. One Boston Pxxxx, 00xx Xxxxx Xxxxxx, XX 00000 (and assume the obligations of a General Partner hereunderx) and by the Project Documents Xubject to the same extent and under the same terms as the other General Partners. (g) The General Partners shall take all actions necessary to ensure that the Investment Limited Partner receives the full amount provisions of the Projected Creditthis Agreement, including, without limitation, the rental provisions of apartments Sections 5.01(d) and 5.03, the Investment Partnership shall be obligated to Qualified Tenants make Capital Contributions to the Partnership in the aggregate amount of $426,008 in four (4) installments (the "Installments"), which Installments shall be due and payable in cash by the filing Investment Partnership within twenty-one (21) days after the Investment Partnership shall have received evidence, reasonably satisfactory to them, of annual certifications the occurrence of each of the conditions set forth below as may be requiredto the applicable Installment, as follows: (i) $355,000 on the latest to occur of (A) Initial Closing, or (B) the Admission Date, (the "First Installment"); (ii) $45,000 on the latest to occur of (A) Cost Certification, (B) receipt of an updated title insurance policy satisfactory to BCTC 94, Inc., (C) Initial 100% Occupancy Date, (D) Rental Achievement, (E) confirmation by Boston Capital that outstanding due diligence items have been completed by the General Partner to the reasonable satisfaction of Boston Capital, if any, (F) receipt of a payoff letter from the Contractor 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, (G) receipt of a valid and recorded Extended Use Commitment and receipt of a subordination agreement subordinating the Mortgage Loans to the Extended Use Commitment or (H) satisfaction of all of the conditions to the payment of the First Installment (the "Second Installment"); and (iii) $20,000 on the latest to occur of (A) Final Closing, (B) State Designation, (C) Rental Achievement or (D) satisfaction of all of the conditions to the payment of the Second Installment (the "Third Installment:); and (iv) $6,008 on the latest to occur of (A) the receipt by the Investment Partnership of the Partnership's federal income tax return and an audited financial statement for the year in which Rental Achievement occurred or (B) satisfaction of all of the conditions to the payment of the First and Second Installments (the "Fourth Installment"). In this regardAs a condition precedent to each payment set forth above other than the First Installment, the General Partners Partner shall, inter alianot less than twenty (20) days nor more than thirty (30) days prior to the time such Installment is due, cause give the Investment Partnership Notice in the form of a written certification that: (A) all conditions precedent to such Installment have been satisfied, (B) the representations, warranties and covenants given by the General Partner in Section 4.01(a) are valid and accurate, where still applicable, with respect to the General Partner, the Partnership and/or the Apartment Complex, as of the date of such certificate, and (C) to the best of its knowledge, after due inquiry, no condition exists which would, pursuant to Section 5.03, entitle the Investment Partnership to withhold the payment of such Installment. Based upon the giving of such Notice, such Installment shall be made on the due date therefor, or if such Notice is not timely given, then within twenty-one (21) days after receipt of such Notice. (d) (i) Upon the occurrence of Cost Certification or State Designation, if ninety-nine percent (99%) of the aggregate amount of Tax Credits: (A) for which the Partnership would be eligible with respect to the Apartment Complex based upon the Cost Certification, and/or (B) allocated by the Agency with respect to the Apartment Complex, is less than the aggregate amount of the Projected Credit over the ten-year credit period (the "Allocation Differential"), then the Capital Contribution of the Investment Partnership shall be reduced by the "Adjustment Amount". The Adjustment Amount shall be equal to the Allocation Differential multiplied by 64%. Any such reduction in Capital Contribution shall be applied to reduce the Second Installment and if, and to the extent necessary, the Third Installment and if, and to the extent necessary, the Fourth Installment. If no further Installments are due to be paid, then the entire amount of such reduction shall be repaid by the Partnership to satisfy all requirements imposed from time the Investment Partnership promptly after demand is made therefor. The General Partner is obligated to time under provide such funds to the Code with respect Partnership as shall be necessary to rental levels and occupancy by Qualified Tenants cause the aforesaid payment to be made by the close Partnership to the Investment Partnership. In the event that there is a reduction in Capital Contributions equal to the Adjustment Amount, then the amount of the first Projected Credit shall be proportionately reduced to reflect the Allocation Differential, and thereafter shall be referred to as the "Revised Projected Credit". (ii) If at any time the Accountants determine that, for any fiscal year or portion thereof during the Partnership's operation, ending on the date five (5) years from and after the date of Substantial Completion (the "Reduction Period"), the Actual Credit for such fiscal year or portion thereof is less than the Projected Credit (or Revised Projected Credit) applicable to such fiscal year or portion thereof, then the Capital Contribution of the Investment Partnership shall be reduced by the Reduction Amount. The "Reduction Amount" shall be equal to the sum of (A) the Credit Shortfall multiplied by 64% and (B) the amount of any recapture, interest or penalty payable by the limited partners of the Investment Partnership (assuming pass through of all such liability in the year incurred and a tax rate equal to the maximum individual rate applicable in such year) as a result of the Credit Period so as Shortfall for such year. Any reduction in Capital Contribution shall first be applied to permit reduce the Installment next due to be paid by the Investment Partnership, and any portion of such reduction in excess of such Installment shall be applied to reduce succeeding Installments. If no further Installments are due to be paid, then the entire amount of such reduction shall be repaid by the Partnership to be entitled the Investment Partnership promptly after demand is made therefor. The General Partner is obligated to provide such funds to the Tax Credit throughout Partnership as shall be necessary to cause the compliance period specified in the Code, (ii) all dwelling units in the Apartment Complex aforesaid payment to be leased for periods of not less than six months made by the Partnership to persons satisfying the Rent Restriction Test,Investment Partnership.

Duties and Obligations. (a) The General Partners shall manage the affairs of the Partnership to the best of their ability, shall use their best efforts to carry out the purpose of the Partnership, and shall devote to the Partnership such time as may be necessary for the proper performance of their duties and the business of the Partnership. The General Partners shall promptly take all action which may be necessary or appropriate for the proper development, maintenance and operation of the Apartment Complex in accordance with the provisions of this Agreement, the Project Documents and applicable laws and regulations including, without limitation, funding the Construction and Development Fee to the extent Capital Contributions and Cash Flow are insufficient. The General Partners are responsible for the management and operation of the Partnership, including the oversight of the rent-up and operational stages of the Apartment Complex. (b) The General Partners shall use their best efforts to cause the Partnership Part- nership to generate Cash Flow for distribution to the Partners at the maximum realizable level in view of (i) any applicable Agency FmHA and other regulations, (ii) the Minimum Set- Set-Aside Test and (iii) the Rent Restriction Test, and, if necessary, the General Partners shall also use their best efforts to obtain approvals and implementation of appropriate adjustments in the rental schedule of the Apartment Complex. (c) The General Partners shall cause the Partnership to obtain and keep in force, during the term of the Partnership, comprehensive casualty insurance, including, but not limited to, fire and other risks generally included under "extended coverage" policies, workmen's compensation and public liability insurance in favor of the Partnership (i) with such companies and in such amounts as shall be satisfactory to the Lenders and any AgencyFmHA, or, if the Apartment Complex is no longer subject to Lender or Agency FmHA regulation or requirements, as shall be customary for apartment complexes similar to the Apartment Complex and (ii) in amounts which shall be (A) no less than those amounts which are customary in the area for apartment complexes similar to the Apartment Complex, (B) no less than such amounts as may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner from time to time, and (C) in any event, sufficient to prevent the Partnership from becoming a co-insurer under any such policies. No deductibles on such policies may exceed $1,000, without the prior written consent of the Investment Limited Partner5,000. The Partnership's fire and other casualty insurance shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 (of which up to $5,000,000 may be provided under an umbrella policy). Through the Completion Date, or such later date as may be required by the Construction Lender or any Agency FmHA, the General Partners shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value of the Apartment Complex (excluding the value of the underlying land, the site utilities and the foundations) or (ii) such other amount as shall be required by any Agency FmHA or the Construction Lender. Throughout the term of the Partnership, the General Partners shall provide copies of all such policies (or binders) to the Investment Limited Partner promptly after their receipt thereof. Upon the request of the Investment Limited Partner to the General Partners, the General Partners shall cause the applicable insurer to name the Investment Limited Partner as an "additional insured" on each Partnership insurance policy. (d) The obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a General Partner from the Partnership. (1e) The General Partners shall establish and maintain reasonable reserves to provide for working capital needs, improvements, replacements and any other contingencies of the Partnership. At a minimum, the General Partners shall cause the Partnership to annually deposit $9,600 12,320 from its Cash Flow into replacement reserves. To reserves until fully funded at $123,200; to the extent that Cash Flow (as determined before deduction of this reserve deposit) for any year shall be insufficient to make such deposit in full, the General Partners shall fund such shortfall from their own funds as a Subordinated Loan. (f) Each General Partner shall be bound by the Project Documents, and no additional General Partner shall be admitted if he, she or it has not first agreed to be bound by this Agreement (and assume the obligations of a General Partner hereunder) and by the Project Documents to the same extent and under the same terms as the other General Partners. (g) The General Partners shall take all actions necessary to ensure that the Investment Limited Partner receives the full amount of the Projected Credit, including, without limitation, the rental of apartments to Qualified Tenants and the filing of annual certifications as may be required. In this regard, the General Partners shall, inter alia, cause (i) the Partnership to satisfy all requirements imposed from time to time under the Code with respect to rental levels and occupancy by Qualified Tenants by the close of the first year of the Credit Period so as to permit the Partnership to be entitled to the Tax Credit throughout the compliance period specified in the Code, (ii) all dwelling units in the Apartment Complex to be leased for periods of not less than six months to persons satisfying the Rent Restriction Test,

Duties and Obligations. Relating to the Apartment Complex and the Partnership. The General Partner shall have the following duties and obligations with respect to the Apartment Complex and the Partnership: (a) The General Partners all requirements shall manage be met which are necessary to obtain or achieve (i) compliance with the affairs of Minimum Set-Aside Test, the Partnership to the best of their ability, shall use their best efforts to carry out the purpose of the PartnershipRent Restriction Test, and shall devote to the Partnership such time as may be any other requirements necessary for the proper performance Apartment Complex to initially qualify, and to continue to qualify, for Tax Credits, including all requirements set forth in the Extended Use Commitment, (ii) issuance of their duties all necessary certificates of occupancy, including all governmental approvals required to permit occupancy of all of the apartment units in the Apartment Complex,(iii) Initial Closing, (iv) Final Closing and (v) compliance with all provisions of the Project Documents; (b) while conducting the business of the Partnership. The , the General Partners Partner shall promptly take all action not act in any manner which may it knows or should have known after due inquiry will (i) cause the termination of the Partnership for federal income tax purposes without the Consent of the Investment Partnership, or(ii) cause the Partnership to be necessary or appropriate treated for federal income tax purposes as an association taxable as a corporation; (c) the proper development, maintenance and operation Apartment Complex shall be managed upon Substantial Completion so that (i) no less than eighty per cent (80%) of the gross income from the Apartment Complex in accordance every year is rental income from dwelling units in the Apartment Complex used to provide living accommodations not on a transient basis,(ii) the rental of all units in the Apartment Complex complies with the provisions tenant income limitations and other restrictions under the Rent Restriction Test and as set forth in the Extended Use Commitment and all applicable documents entered into in connection with the Mortgage Loan, and (iii) one hundred percent (100%) of this Agreement, the Project Documents and applicable laws and regulations including, without limitation, funding units in the Construction and Development Fee Apartment Complex are occupied or held for occupancy by individuals with incomes of sixty percent (60%) or less of area median income as adjusted for family size; (d) the General Partner shall exercise good faith in all activities relating to the extent Capital Contributions and Cash Flow are insufficient. The General Partners are responsible for conduct of the management and operation business of the Partnership, including the oversight of the rent-up development, operation and operational stages maintenance of the Apartment Complex. , and shall take no action with respect to the business and property of the Partnership which is not reasonably related to the achievement of the purpose of the Partnership; (be) The all of (i) the fixtures, maintenance supplies, tools, equipment and the like now and to be owned by the Partnership or to be appurtenant to, or to be used in the operation of the Apartment Complex, as well as (ii) the rents, revenues and profits earned from the operation of the Apartment Complex, will be free and clear of all security interests and encumbrances except for the Mortgage Loan and the Mortgage, and any additional security agreements executed in connection therewith; (f) the General Partners Partner will execute on behalf of the Partnership all documents necessary to elect, pursuant to Sections 732, 743 and 754 of the Code, to adjust the basis of the Partnership's property upon the request of the Investment Partnership, if, in the sole opinion of the Investment Partnership, such election would be advantageous to theInvestment Partnership and any such elections (including elections made at the direction or with the consent of the Investment Partnership)shall not reduce the obligations of the General Partner pursuant to Section 5.01(d); (g) the General Partner guarantees payment by the Partnership of any Credit Recovery Loan pursuant to 5.01(d)and the Asset Management Fee pursuant to Section 8.11.1 (as limited by such section),and payment by the Partnership of the Development Fee pursuant to Section 8.10; (h) the General Partner shall use their best efforts to comply and cause the Partnership to generate Cash Flow comply with the provisions of all applicable governmental and contractual obligations; (i) the General Partner shall be responsible for distribution the payment of any finesor penalties imposed by the Agency or the Lender pursuant to the Partners at Project Documents and any documents executed in connection with obtaining Tax Credits (other than with respect to payments of principal or interest under the maximum realizable level in view Mortgage Loan from and after Final Closing); (j) the General Partner shall promptly notify the Investment Partnership of any written or oral notice of (i) any applicable Agency and default or failure of compliance with respect to the Mortgage Loan or any other regulationsfinancial, contractual or governmental obligation of the Partnership or the General Partner (iiin the case of the General Partner, if such default or failure of compliance may have a material adverse impact on the Partnership or its operations), or (ii)any IRS proceeding regarding the Apartment Complex or the Partnership; (k) the Minimum Set- Aside Test General Partner shall, during and after the period in which it is a Partner, provide the Partnership with such information and sign such documents as are necessary for the Partnership to make timely, accurate and complete submissions of federal and state income tax returns; (iiil) within thirty (30) days following the Rent Restriction Test, and, if necessaryAdmission Date, the General Partners Partner shall also use their best efforts submit to obtain approvals Boston Capital evidence of the Partnership's engagement of Accountants, who have been approved by BCTC 94, Inc., to be responsible for the Partnership's audit and implementation tax matter reporting obligations under Section 13.04 hereof. BCTC 94, Inc. hereby acknowledges that the accounting firm of appropriate adjustments Reznick, Fedder & Xxxxxrmxx xx Betxxxxx, Xxryland is approved by BCTC 94, Inc. as the initial Accountant for the Partnership; (m) the General Partner shall provide to BCTC 94, Inc., for its approval and Consent, prior to execution, a copy of the Extended Use Commitment tobe entered into between the Partnership and the Agency and shall ensure that such Extended Use Commitment is executed and recorded no later than the end of the first taxable year in which any Tax Credit is claimed by the rental schedule of Partnership with respect to any building in the Apartment Complex. (c) The General Partners shall cause the Partnership to obtain and keep in force, during the term of the Partnership, comprehensive casualty insurance, including, but not limited to, fire and other risks generally included under "extended coverage" policies, workmen's compensation and public liability insurance in favor of the Partnership (i) with such companies and in such amounts as shall be satisfactory to the Lenders and any Agency, or, if the Apartment Complex is no longer subject to Lender or Agency regulation or requirements, as shall be customary for apartment complexes similar to the Apartment Complex ; and (iin) in amounts which shall be (A) no less than those amounts which are customary in the area for apartment complexes similar to the Apartment Complex, (B) no less than such amounts as may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner from time to time, and (C) in any event, sufficient to prevent the Partnership from becoming a co-insurer under any such policies. No deductibles on such policies may exceed $1,000, without the prior written consent of the Investment Limited Partner. The Partnership's fire and other casualty insurance shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 (of which up to $5,000,000 may be provided under an umbrella policy). Through the Completion Date, or such later date as may be required by the Construction Lender or any Agency , the General Partners shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value of the Apartment Complex (excluding the value of the underlying land, the site utilities and the foundations) or (ii) such other amount as shall be required by any Agency or the Construction Lender. Throughout the term of the Partnership, the General Partners shall provide copies of all such policies (or binders) to the Investment Limited Partner promptly after their receipt thereof. Upon the request of the Investment Limited Partner to the General Partners, the General Partners shall cause the applicable insurer to name the Investment Limited Partner as an "additional insured" on each Partnership insurance policy. (d) The obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a General Partner from the Partnership. (1) The General Partners shall establish and maintain reasonable reserves all reserve accounts required by the Lender pursuant to provide for working capital needsthe Loan Documents. ARTICLE V PARTNERS, improvementsPARTNERSHIP INTERESTS AND OBLIGATIONS OF THE PARTNERSHIP 5.01. Partners, replacements Capital Contributions and any other contingencies Partnership Interests. (a) The General Partner, its principal address or place of business, its Capital Contribution and Percentage Interest are as follows: Maple Hills of Massachusetts LLC $436,235 1.0% One Boston Place, Xxxxx 0000 Xxxxxx, XX 00000 Xx xxx xxxxt that the Partnership has not paid all or part of the Partnership. At a minimumDeferred Development Fee when the final payment is due pursuant to the Development Agreement and Section 8.10 hereof, the General Partners Partner shall cause contribute to the Partnership an amount equal to annually deposit $9,600 from its Cash Flow into replacement reserves. To any such remaining principal balance (the extent that Cash Flow (as determined before deduction of this reserve deposit"General Partner's Special Capital Contribution") for any year and the Partnership shall be insufficient thereupon make a payment in an equal amount to make such deposit in full, pay off the General Partners shall fund such shortfall from their own funds as a Subordinated Loanprincipal balance due under the Development Agreement. (fi) Each General Partner shall be bound by the Project DocumentsThe Investment Partnership, its principal office or place of business, its Capital Contribution and no additional General Partner shall be admitted if heits Percentage Interest is as follows: Boston Capital Tax $199,951 (as more 98.99% Credit Fund IV L.P. specifically set (Series 25) forth in subparagraph c/o Boston Capital (c) immediately below) Partners, she Inc. One Boston Place 00xx Xxxxx Xxxxxx, XX 00000 (xx) Xxe Special Limited Partner, its principal office or it has not first agreed to be bound by this Agreement place of business, its Capital Contribution and its Percentage Interest is as follows: BCTC 94, Inc. $10.00 0.01% c/o Boston Capital Partners, Inc. One Boston Place, 00xx Xxxxx Xxxxxx, XX 00000 (and assume the obligations of a General Partner hereunderx) and by the Project Documents Xxxject to the same extent and under the same terms as the other General Partners. (g) The General Partners shall take all actions necessary to ensure that the Investment Limited Partner receives the full amount provisions of the Projected Creditthis Agreement, including, without limitation, the rental provisions of apartments Sections 5.01(d) and 5.03, the Investment Partnership shall be obligated to Qualified Tenants make Capital Contributions to the Partnership in the aggregate amount of $199,951 in four (4) installments (the "Installments"), which Installments shall be due and payable in cash by the filing Investment Partnership within twenty-one (21) days after the Investment Partnership shall have received evidence, reasonably satisfactory to them, of annual certifications the occurrence of each of the conditions set forth below as may be requiredto the applicable Installment, as follows: (i) $163,000 on the latest to occur of (A) Initial Closing, or (B) the Admission Date, (the "First Installment"); (ii) $16,000 on the latest to occur of (A) Cost Certification, (B) receipt of an updated title insurance policy satisfactory to BCTC 94, Inc., (C) Initial 100% Occupancy Date, (D) Rental Achievement, (E) confirmation by BostonCapital that outstanding due diligence items have been completed by the General Partner to the reasonable satisfaction of Boston Capital, if any, (F) receipt of a payoff letter from the Contractor 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, (G) receipt of a valid and recorded Extended Use Commitment and receipt of a subordination agreement subordinating the Mortgage Loans to the Extended Use Commitment or (H) satisfaction of all of the conditions to the payment of the First Installment (the "Second Installment"); and (iii) $15,000 on the latest to occur of (A) Final Closing, (B) State Designation, (C) Rental Achievement or (D) satisfaction of all of the conditions tothe payment of the Second Installment (the "Third Installment"); and (iv) $5,951 on the latest to occur of (A) the receipt by the Investment Partnership of the Partnership's federal income tax return and an audited financial statement for the year in which Rental Achievement occurred or (B) satisfaction of all of the conditions to the payment of the First and Second Installments (the "Fourth Installment"). In this regardAs a condition precedent to each payment set forth above other than the First Installment, the General Partners Partner shall, inter alianot less than twenty (20) days nor more than thirty(30) days prior to the time such Installment is due, cause give the Investment PartnershipNotice in the form of a written certification that: (A) all conditions precedent to such Installment have been satisfied, (B) the representations, warranties and covenants given by the General Partner in Section 4.01(a) are valid and accurate, where still applicable, with respect to the General Partner, the Partnership and/or the Apartment Complex, as of the date of such certificate, and (C) to the best of its knowledge, after due inquiry, no condition exists which would, pursuant to Section 5.03, entitle the Investment Partnership to withhold the payment of such Installment. Based upon the giving of such Notice, such Installment shall be made on the duedate therefor, or if such Notice is not timely given, then within twenty-one (21) days after receipt of such Notice. (d) (i) Upon the occurrence of Cost Certification or State Designation, if ninety-nine percent (99%) of the aggregate amount of Tax Credits: (A) for which the Partnership would be eligible with respect to the Apartment Complex based upon the Cost Certification, and/or (B) allocated by the Agency with respect to the Apartment Complex, is less than the aggregate amount of the Projected Credit over the ten-year credit period (the "Allocation Differential"), then the Capital Contribution of the Investment Partnership shall be reduced by the "Adjustment Amount". The Adjustment Amount shall be equal to the Allocation Differential multiplied by 64%. Any such reduction in Capital Contribution shall be applied to reduce the Second Installment and if, and to the extent necessary, the Third Installmentand if, and to the extent necessary, the Fourth Installment. If no further Installments are due to be paid, then the entire amount of such reduction shall be repaid by the Partnership to satisfy all requirements imposed from time the Investment Partnership promptly after demand is made therefor. The General Partner is obligated to time under provide such funds to the Code with respect Partnership as shall be necessary to rental levels and occupancy by Qualified Tenants cause the aforesaid payment to be made by the close Partnership to the Investment Partnership. In the event that there is a reduction in Capital Contributions equal to the Adjustment Amount, then the amount of the first Projected Credit shall be proportionately reduced to reflect the Allocation Differential,and thereafter shall be referred to as the "Revised Projected Credit". (ii) If at any time the Accountants determine that, for any fiscal year or portion thereofduring the Partnership's operation, ending on the date five (5) years from and after the date of Substantial Completion (the "Reduction Period"),the Actual Credit for such fiscal year or portion thereof is less than the Projected Credit (or Revised Projected Credit) applicable to such fiscal year or portion thereof, then the Capital Contribution of the Investment Partnership shall be reduced by the Reduction Amount. The "Reduction Amount" shall be equal to the sum of (A) the Credit Shortfall multiplied by 64% and (B) the amount of any recapture, interest or penalty payable by the limited partners of the Investment Partnership (assuming pass through of all such liability in the year incurred and a taxrate equal to the maximum individual rate applicable in such year) as a result of the Credit Period so as Shortfall for such year. Any reduction in Capital Contribution shall first be applied to permit reduce the Installment next due to be paid by the Investment Partnership, and any portion of such reduction in excess of such Installment shall be applied to reduce succeeding Installments. If no further Installments are due to be paid, then the entire amount of such reduction shall be repaid by the Partnership to be entitled the Investment Partnership promptly after demand is made therefor. The General Partner is obligated to provide such funds to the Tax Credit throughout Partnership as shall be necessary to cause the compliance period specified in the Code, (ii) all dwelling units in the Apartment Complex aforesaid payment to be leased for periods of not less than six months made by the Partnership to persons satisfying the Rent Restriction Test,Investment Partnership.

Duties and Obligations. (a) The General Partners shall manage the affairs of the Partnership to the best of their ability, shall use their best efforts to carry out the purpose of the Partnership, and shall devote to the Partnership such time as may be necessary for the proper performance of their duties and the business of the Partnership. The General Partners shall promptly take all action which may be necessary or appropriate for the proper development, maintenance and operation of the Apartment Complex in accordance with the provisions of this Agreement, the Project Documents and applicable laws and regulations including, without limitation, funding the Construction and Development Fee to the extent Capital Contributions and Cash Flow are insufficient. The General Partners are responsible for the management and operation of the Partnership, including the oversight of the rent-up and operational stages of the Apartment Complex. (b) The General Partners shall use their best efforts to cause the Partnership to generate Cash Flow for distribution to the Partners at the maximum realizable level in view of (i) any applicable Agency RECD and other regulations, (ii) the Minimum Set- Set-Aside Test and (iii) the Rent Restriction Test, and, if necessary, the General Partners shall also use their best efforts to obtain approvals and implementation of appropriate adjustments in the rental schedule of the Apartment Complex. (c) The General Partners shall cause the Partnership to obtain and keep in force, during the term of the Partnership, comprehensive casualty insurance, including, but not limited to, fire and other risks generally included under "extended coverage" coverage policies, workmen's compensation and public liability insurance in favor of the Partnership (i) with such companies and in such amounts as shall be satisfactory to the Lenders and any AgencyRECD, or, if the Apartment Complex is no longer subject to Lender or Agency RECD regulation or requirements, as shall be customary for apartment complexes similar to such as the Apartment Complex and (ii) in amounts which shall be (A) no less than those amounts which are customary in the area for apartment complexes similar to the Apartment Complex, (B) no less than such amounts as may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner from time to time, and (C) in any event, sufficient to prevent the Partnership from becoming a co-insurer under any such policies. No deductibles on such policies may exceed $1,000, without the prior written consent . The public liability insurance in favor of the Investment Limited Partner. The Partnership's fire and other casualty insurance Partnership shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 (of which up to $5,000,000 may be provided under an umbrella policy). Through the Completion Date, or such later date as may be required by the Construction Lender or any Agency RECD, the General Partners shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value of the Apartment Complex (excluding the value of the underlying land, the site utilities and the foundations) or (ii) such other amount as shall be required by any Agency or the Construction LenderRECD. Throughout the term of the Partnership, the General Partners shall provide copies of all such policies (or binders) to the Investment Limited Partner promptly after their receipt thereof. Upon the request of the Investment Limited Partner to the General Partners, the General Partners shall cause the applicable insurer to name the Investment Limited Partner as an "additional insured" insured on each Partnership insurance policy. (d) The obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a General Partner from the Partnership. (1) The General Partners Partner shall establish and maintain reasonable reserves to provide for working capital needs, improvements, replacements and any other contingencies of the Partnership. At a minimum, the General Partners Partner shall cause the Partnership to annually deposit $9,600 14,130 from its Cash Flow into replacement reserves. To The General Partners shall be obligated from the later to occur of (i) Permanent Mortgage Commencement or (ii) the Admission Date and for a period of three (3) years thereafter, to the extent that Cash Flow (as determined before deduction of this reserve deposit) for any such year shall be insufficient to make such deposit in full, the General Partners shall to fund such shortfall from their own funds as a Subordinated Loan. Funding of this account may be suspended in any period during which this account has a balance of $141,300 or as allowed by RECD. (2) Upon admission of the Investment Limited Partner, the General Partners shall establish an operating reserve account in such amounts as shall be required by RECD and/or the Authority to provide for operating deficits. Funds in the operating reserve account may be released to the General Partners as allowed by the Lenders. (f) Each General Partner shall be bound by the Project Documents, and no additional General Partner shall be admitted if he, she or it has not first agreed to be bound by this Agreement (and assume the obligations of a General Partner hereunder) and by the Project Documents to the same extent and under the same terms as the other General Partners. (g) The General Partners shall take all actions necessary to ensure that the Investment Limited Partner receives the full amount of the Projected Credit, including, without limitation, the rental of apartments to Qualified Tenants appropriate tenants and the filing of annual certifications as may be required. In this regard, the General Partners shall, inter alia, cause (i) the Partnership to satisfy all requirements imposed from time to time under the Code with respect to rental levels and occupancy by Qualified Tenants qualified tenants by the close end of the first year of the Credit Period credit period so as to permit the Partnership to be entitled to the Tax Credit throughout the compliance period specified in the Code, (ii) all dwelling units in the Apartment Complex to be leased for periods of not less than six months to persons satisfying the Rent Restriction Test,

Duties and Obligations. Relating to the Apartment Complex and the Partnership. The General Partner shall have the following duties and obligations with respect to the Apartment Complex and the Partnership: (a) The General Partners all requirements shall manage be met which are necessary to obtain or achieve (i) compliance with the affairs of Minimum Set-Aside Test, the Partnership to the best of their ability, shall use their best efforts to carry out the purpose of the PartnershipRent Restriction Test, and shall devote to the Partnership such time as may be any other requirements necessary for the proper performance Apartment Complex to initially qualify, and to continue to qualify, for Tax Credits, including all requirements set forth in the Extended Use Commitment, (ii) issuance of their duties all necessary certificates of occupancy, including all governmental approvals required to permit occupancy of all of the apartment units in the Apartment Complex, (iii) Initial Closing and Final Closing, and (iv) compliance with all provisions of the Project Documents; (b) while conducting the business of the Partnership. The General Partners , it shall promptly take all action not act in any manner which may it knows or should have known after due inquiry will (i) cause the termination of the Partnership for federal income tax purposes without the Consent of the Investment Partnership, or (ii) cause the Partnership to be necessary or appropriate treated for federal income tax purposes as an association taxable as a corporation; (c) the proper development, maintenance and operation Apartment Complex shall be managed upon Substantial Completion so that (i) no less than eighty per cent (80%) of the gross income from the Apartment Complex in accordance every year is rental income from dwelling units in the Apartment Complex used to provide living accommodations not on a transient basis, (ii) the rental of all units in the Apartment Complex complies with the provisions tenant income limitations and other restrictions under the Rent Restriction Test and as set forth in the Extended Use Commitment and all applicable documents entered into in connection with the Mortgage Loans, and (iii) one hundred percent (100%) of this Agreementthe units in the Apartment Complex are occupied or held for occupancy by individuals with incomes of sixty percent (60%) or less of area median income, as adjusted for family size, provided, further that not less than twenty percent (20%) of the Project Documents and applicable laws and regulations includingunits in the Apartment Complex are occupied by or set aside for individuals with incomes of fifty percent (50%) or less of area median income, without limitation, funding as adjusted for family size (the Construction and Development Fee "Very Low-Income Tenants"); (d) the General Partner shall exercise good faith in all activities relating to the extent Capital Contributions and Cash Flow are insufficient. The General Partners are responsible for conduct of the management and operation business of the Partnership, including the oversight of the rent-up development, operation and operational stages maintenance of the Apartment Complex., and shall take no action with respect to the business and property of the Partnership which is not reasonably related to the achievement of the purpose of the Partnership; (be) The all of (i) the fixtures, maintenance supplies, tools, equipment and the like now and to be owned by the Partnership or to be appurtenant to, or to be used in the operation of the Apartment Complex, as well as (ii) the rents, revenues and profits earned from the operation of the Apartment Complex, will be free and clear of all security interests and encumbrances except for the Mortgage Loans and the Mortgages, and any additional security agreements executed in connection therewith; (f) the General Partners Partner will execute on behalf of the Partnership all documents necessary to elect, pursuant to Sections 732, 743 and 754 of the Code, to adjust the basis of the Partnership's property upon the request of the Investment Partnership, if, in the sole opinion of the Investment Partnership, such election would be advantageous to the Investment Partnership and any such elections (including elections made at the direction or with the consent of the Investment Partnership) shall use their best efforts not reduce the obligations of the General Partner pursuant to Section 5.01(d); (g) the General Partner guarantees payment by the Partnership of the Asset Management Fee pursuant to Section 8.11.1, and payment by the Partnership of the Development Fee pursuant to Section 8.10; (h) the General Partner shall comply and cause the Partnership to generate Cash Flow comply with the provisions of all applicable governmental and contractual obligations; (i) the General Partner shall be responsible for distribution the payment of any fines or penalties imposed by the Agency or the Lenders pursuant to the Partners at Project Documents and any documents executed in connection with obtaining Tax Credits (other than with respect to payments of principal or interest under the maximum realizable level in view Mortgage Loans from and after Final Closing) which are attributable to any negligent or wrongful action or inaction of it or its affiliates; (j) the General Partner shall promptly notify the Investment Partnership of any written or oral notice of (i) any applicable Agency and default or failure of compliance with respect to the Mortgage Loans or any other regulationsfinancial, (ii) the Minimum Set- Aside Test and (iii) the Rent Restriction Test, and, if necessary, the General Partners shall also use their best efforts to obtain approvals and implementation of appropriate adjustments in the rental schedule of the Apartment Complex. (c) The General Partners shall cause the Partnership to obtain and keep in force, during the term of the Partnership, comprehensive casualty insurance, including, but not limited to, fire and other risks generally included under "extended coverage" policies, workmen's compensation and public liability insurance in favor contractual or governmental obligation of the Partnership or the General Partner (i) with such companies and in such amounts as shall be satisfactory to the Lenders and any Agency, orcase of the General Partner, if the Apartment Complex is no longer subject to Lender such default or Agency regulation or requirements, as shall be customary for apartment complexes similar to the Apartment Complex and (ii) in amounts which shall be (A) no less than those amounts which are customary in the area for apartment complexes similar to the Apartment Complex, (B) no less than such amounts as failure of compliance may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner from time to time, and (C) in any event, sufficient to prevent have a material adverse impact on the Partnership from becoming a co-insurer under any such policies. No deductibles on such policies may exceed $1,000or its operations), without the prior written consent of the Investment Limited Partner. The Partnership's fire and other casualty insurance shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 (of which up to $5,000,000 may be provided under an umbrella policy). Through the Completion Date, or such later date as may be required by the Construction Lender or any Agency , the General Partners shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value of the Apartment Complex (excluding the value of the underlying land, the site utilities and the foundations) or (ii) such other amount as shall be required by any Agency or the Construction Lender. Throughout the term of the Partnership, the General Partners shall provide copies of all such policies (or binders) to the Investment Limited Partner promptly after their receipt thereof. Upon the request of the Investment Limited Partner to the General Partners, the General Partners shall cause the applicable insurer to name the Investment Limited Partner as an "additional insured" on each Partnership insurance policy. (d) The obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a General Partner from the Partnership. (1) The General Partners shall establish and maintain reasonable reserves to provide for working capital needs, improvements, replacements and any other contingencies of the Partnership. At a minimum, the General Partners shall cause the Partnership to annually deposit $9,600 from its Cash Flow into replacement reserves. To the extent that Cash Flow (as determined before deduction of this reserve deposit) for any year shall be insufficient to make such deposit in full, the General Partners shall fund such shortfall from their own funds as a Subordinated Loan. (f) Each General Partner shall be bound by the Project Documents, and no additional General Partner shall be admitted if he, she or it has not first agreed to be bound by this Agreement (and assume the obligations of a General Partner hereunder) and by the Project Documents to the same extent and under the same terms as the other General Partners. (g) The General Partners shall take all actions necessary to ensure that the Investment Limited Partner receives the full amount of the Projected Credit, including, without limitation, the rental of apartments to Qualified Tenants and the filing of annual certifications as may be required. In this regard, the General Partners shall, inter alia, cause (i) the Partnership to satisfy all requirements imposed from time to time under the Code with respect to rental levels and occupancy by Qualified Tenants by the close of the first year of the Credit Period so as to permit the Partnership to be entitled to the Tax Credit throughout the compliance period specified in the Code, (ii) all dwelling units in IRS proceeding regarding the Apartment Complex to be leased for periods of not less than six months to persons satisfying or the Rent Restriction Test,Partnership;

Duties and Obligations. Relating to the Apartment Complex and the Partnership. The General Partner shall have the following duties and obligations with respect to the Apartment Complex and the Partnership: (a) The General Partners all requirements shall manage be met which are necessary to obtain or achieve (i) compliance with the affairs of Minimum Set-Aside Test, the Partnership to the best of their ability, shall use their best efforts to carry out the purpose of the PartnershipRent Restriction Test, and shall devote to the Partnership such time as may be any other requirements necessary for the proper performance Apartment Complex to initially qualify, and to continue to qualify, for Tax Credits, including all requirements set forth in the Declaration of their duties Covenants and the Regulatory Agreement, (ii) issuance of all necessary certificates of occupancy, including all governmental approvals required to permit occupancy of all of the apartment units in the Apartment Complex, subsequent to the rehabilitation of the Apartment Complex, (iii) the Final Closing, and (iv) compliance with all provisions of the Project Documents; (b) while conducting the business of the Partnership. The General Partners , it shall promptly take all action not act in any manner which may it knows or should have known after due inquiry will (i) cause the termination of the Partnership for federal income tax purposes without the Consent of BCTC 94, or (ii) cause the Partnership to be necessary or appropriate treated for the proper development, maintenance and operation of federal income tax purposes as an association taxable as a corporation; (c) the Apartment Complex shall be managed upon Substantial Completion so that (i) no less than eighty per cent (80%) of the gross income from the Apartment Complex (other than receipts from the Interest Subsidy Contract, the Rent Supplement Contract and the MHFA Subsidy Escrow Account) in accordance every year is rental income from dwelling units in the Apartment Complex used to provide living accommodations not on a transient basis and (ii) the rental of all units in the Apartment Complex comply with the provisions of this Agreementtenant income limitations and other restrictions under the Rent Restriction Test, the Project Documents Declaration of Covenants and applicable laws and regulations including, without limitation, funding the Construction and Development Fee Regulatory Agreements; (d) it shall exercise good faith in all activities relating to the extent Capital Contributions and Cash Flow are insufficient. The General Partners are responsible for conduct of the management and operation business of the Partnership, including the oversight of the rent-up development, operation and operational stages maintenance of the Apartment Complex. (b) The General Partners , and it shall use their best efforts take no action with respect to cause the business and property of the Partnership to generate Cash Flow for distribution which is not reasonably related to the Partners at the maximum realizable level in view of (i) any applicable Agency and other regulations, (ii) the Minimum Set- Aside Test and (iii) the Rent Restriction Test, and, if necessary, the General Partners shall also use their best efforts to obtain approvals and implementation of appropriate adjustments in the rental schedule achievement of the Apartment Complex. (c) The General Partners shall cause the Partnership to obtain and keep in force, during the term purpose of the Partnership, comprehensive casualty insurance, including, but not limited to, fire and other risks generally included under "extended coverage" policies, workmen's compensation and public liability insurance in favor of the Partnership ; (ie) with such companies and in such amounts as shall be satisfactory to the Lenders and any Agency, or, if the Apartment Complex is no longer subject to Lender or Agency regulation or requirements, as shall be customary for apartment complexes similar to the Apartment Complex and (ii) in amounts which shall be (A) no less than those amounts which are customary in the area for apartment complexes similar to the Apartment Complex, (B) no less than such amounts as may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner from time to time, and (C) in any event, sufficient to prevent the Partnership from becoming a co-insurer under any such policies. No deductibles on such policies may exceed $1,000, without the prior written consent of the Investment Limited Partner. The Partnership's fire and other casualty insurance shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 (of which up to $5,000,000 may be provided under an umbrella policy). Through the Completion Date, or such later date as may be required by the Construction Lender or any Agency , the General Partners shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value fixtures, maintenance supplies, tools, equipment and the like now and to be owned by the Partnership or to be appurtenant to, or to be used in the operation of the Apartment Complex, as well as (ii) the rents, revenues and profits earned from the operation of the Apartment Complex, will be free and clear of all security interests and encumbrances except those established pursuant to the Mortgage Loan, the Second Mortgage Loan and the Fourth Mortgage Loan, as applicable, and any additional security agreements executed in connection therewith; (f) it will execute on behalf of the Partnership all documents necessary to elect, pursuant to Sections 732, 743 and 754 of the Code, to adjust the basis of the Partnership's property upon the request of BCTC 94, if, in the sole opinion of BCTC 94, such election would be advantageous to the Investment Partnerships; (g) it guarantees the repayment by the Partnership of any Credit Recovery Loan from the Investment Partnership to the Partnership made pursuant to Section 5.01(d)(iii), and it guarantees payment by the Partnership of the Development Fee pursuant to the terms of Section 8.10; (h) it shall, during and after the period in which it is a Partner, provide the Partnership with such information and sign such documents as are necessary for the Partnership to make timely, accurate and complete submissions of federal and state income tax returns; and (i) it guarantees the completion of rehabilitation of the Apartment Complex (excluding and the value assumption and receipt of the underlying landfunding provided by the Mortgage Loan, the site utilities Second Mortgage Loan, the Third Loan and the foundations) or (ii) such other amount as shall be required by any Agency or the Construction Lender. Throughout the term of the Partnership, the General Partners shall provide copies of all such policies (or binders) to the Investment Limited Partner promptly after their receipt thereof. Upon the request of the Investment Limited Partner to the General Partners, the General Partners shall cause the applicable insurer to name the Investment Limited Partner as an "additional insured" on each Partnership insurance policy. (d) The obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a General Partner from the Partnership. (1) The General Partners shall establish and maintain reasonable reserves to provide for working capital needs, improvements, replacements and any other contingencies of the Partnership. At a minimum, the General Partners shall cause the Partnership to annually deposit $9,600 from its Cash Flow into replacement reserves. To the extent that Cash Flow (as determined before deduction of this reserve deposit) for any year shall be insufficient to make such deposit in full, the General Partners shall fund such shortfall from their own funds as a Subordinated Fourth Mortgage Loan. (f) Each General Partner shall be bound by the Project Documents, and no additional General Partner shall be admitted if he, she or it has not first agreed to be bound by this Agreement (and assume the obligations of a General Partner hereunder) and by the Project Documents to the same extent and under the same terms as the other General Partners. (g) The General Partners shall take all actions necessary to ensure that the Investment Limited Partner receives the full amount of the Projected Credit, including, without limitation, the rental of apartments to Qualified Tenants and the filing of annual certifications as may be required. In this regard, the General Partners shall, inter alia, cause (i) the Partnership to satisfy all requirements imposed from time to time under the Code with respect to rental levels and occupancy by Qualified Tenants by the close of the first year of the Credit Period so as to permit the Partnership to be entitled to the Tax Credit throughout the compliance period specified in the Code, (ii) all dwelling units in the Apartment Complex to be leased for periods of not less than six months to persons satisfying the Rent Restriction Test,

Duties and Obligations. Relating to the Apartment Complex and the Partnership. The General Partner shall have the following duties and obligations with respect to the Apartment Complex and the Partnership: (a) The General Partners all requirements shall manage be met which are necessary to obtain or achieve (i) compliance with the affairs of Minimum Set-Aside Test, the Partnership to the best of their ability, shall use their best efforts to carry out the purpose of the PartnershipRent Restriction Test, and shall devote to the Partnership such time as may be any other requirements necessary for the proper performance Apartment Complex to initially qualify, and to continue to qualify, for Tax Credits, including all requirements set forth in the Extended Use Commitment, (ii) issuance of their duties all necessary certificates of occupancy, including all governmental approvals required to permit occupancy of all of the apartment units in the Apartment Complex, (iii) Initial Closing and Final Closing, and (iv) compliance with all provisions of the Project Documents; (b) while conducting the business of the Partnership. The General Partners , it shall promptly take all action not act in any manner which may it knows or should have known after due inquiry will (i) cause the termination of the Partnership for federal income tax purposes without the Consent of the Investment Partnership, or (ii) cause the Partnership to be necessary or appropriate treated for federal income tax purposes as an association taxable as a corporation; (c) the proper development, maintenance and operation Apartment Complex shall be managed upon Substantial Completion so that (i) no less than eighty per cent (80%) of the gross income from the Apartment Complex in accordance every year is rental income from dwelling units in the Apartment Complex used to provide living accommodations not on a transient basis, (ii) the rental of all units in the Apartment Complex complies with the provisions tenant income limitations and other restrictions under the Rent Restriction Test and as set forth in the Extended Use Commitment and all applicable documents entered into in connection with the Mortgage Loan, and (iii) one hundred percent (100%) of this Agreement, the Project Documents and applicable laws and regulations including, without limitation, funding units in the Construction and Development Fee Apartment Complex are occupied or held for occupancy by individuals with incomes of sixty percent (60%) or less of area median income as adjusted for family size; (d) the General Partner shall exercise good faith in all activities relating to the extent Capital Contributions and Cash Flow are insufficient. The General Partners are responsible for conduct of the management and operation business of the Partnership, including the oversight of the rent-up development, operation and operational stages maintenance of the Apartment Complex., and shall take no action with respect to the business and property of the Partnership which is not reasonably related to the achievement of the purpose of the Partnership; (be) The all of (i) the fixtures, maintenance supplies, tools, equipment and the like now and to be owned by the Partnership or to be appurtenant to, or to be used in the operation of the Apartment Complex, as well as (ii) the rents, revenues and profits earned from the operation of the Apartment Complex, will be free and clear of all security interests and encumbrances except for the Mortgage Loan and the Mortgages, and any additional security agreements executed in connection therewith; (f) the General Partners Partner will execute on behalf of the Partnership all documents necessary to elect, pursuant to Sections 732, 743 and 754 of the Code, to adjust the basis of the Partnership's property upon the request of the Investment Partnership, if, in the sole opinion of the Investment Partnership, such election would be advantageous to the Investment Partnership; (g) the General Partner shall use their best efforts guarantee payment by the Partnership of the Development Fee pursuant to Section 8.10; (h) the General Partner shall comply and cause the Partnership to generate Cash Flow comply with the provisions of all applicable governmental and contractual obligations; (i) the General Partner shall be responsible for distribution the payment of any fines or penalties imposed by the Agency or the Lender pursuant to the Partners at Project Documents and any documents executed in connection with obtaining Tax Credits (other than with respect to payments of principal or interest under the maximum realizable level in view Mortgage Loan from and after Final Closing); (j) the General Partner shall promptly notify the Investment Partnership of any written or oral notice of (i) any applicable Agency and default or failure of compliance with respect to the Mortgage Loan or any other regulationsfinancial, (ii) the Minimum Set- Aside Test and (iii) the Rent Restriction Test, and, if necessary, the General Partners shall also use their best efforts to obtain approvals and implementation of appropriate adjustments in the rental schedule of the Apartment Complex. (c) The General Partners shall cause the Partnership to obtain and keep in force, during the term of the Partnership, comprehensive casualty insurance, including, but not limited to, fire and other risks generally included under "extended coverage" policies, workmen's compensation and public liability insurance in favor contractual or governmental obligation of the Partnership or the General Partner (i) with such companies and in such amounts as shall be satisfactory to the Lenders and any Agency, orcase of the General Partner, if the Apartment Complex is no longer subject to Lender such default or Agency regulation or requirements, as shall be customary for apartment complexes similar to the Apartment Complex and (ii) in amounts which shall be (A) no less than those amounts which are customary in the area for apartment complexes similar to the Apartment Complex, (B) no less than such amounts as failure of compliance may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner from time to time, and (C) in any event, sufficient to prevent have a material adverse impact on the Partnership from becoming a co-insurer under any such policies. No deductibles on such policies may exceed $1,000or its operations), without the prior written consent of the Investment Limited Partner. The Partnership's fire and other casualty insurance shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 (of which up to $5,000,000 may be provided under an umbrella policy). Through the Completion Date, or such later date as may be required by the Construction Lender or any Agency , the General Partners shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value of the Apartment Complex (excluding the value of the underlying land, the site utilities and the foundations) or (ii) such other amount as shall be required by any Agency IRS proceeding regarding the Apartment Complex or the Construction Lender. Throughout Partnership; (k) the term General Partner shall, provide the Investment Partnership and BCTC 94, Inc. with such information and sign such documents as are necessary for the Investment Partnership and BCTC 94, Inc. to make timely, accurate and complete submissions of federal and state income tax returns; (l) within thirty (30) days following the Admission Date, the General Partner shall submit to Boston Capital evidence of the Partnership's engagement of Accountants, who have been approved by BCTC 94, Inc., to be responsible for the General Partners shall provide copies Partnership's audit and tax matter reporting obligations under Section 13.04 hereof. BCTC 94, Inc. hereby acknowledges that the accounting firm of all such policies (or binders) to Xxxx, Xxxx & Xxx is approved by BCTC 94, Inc. as the Investment Limited Partner promptly after their receipt thereof. Upon the request of the Investment Limited Partner to the General Partners, the General Partners shall cause the applicable insurer to name the Investment Limited Partner as an "additional insured" on each Partnership insurance policy. (d) The obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a General Partner from initial Accountant for the Partnership. (1m) The General Partners shall establish and maintain reasonable reserves to provide for working capital needs, improvements, replacements and any other contingencies of the Partnership. At a minimum, the General Partners shall cause the Partnership to annually deposit $9,600 from its Cash Flow into replacement reserves. To the extent that Cash Flow (as determined before deduction of this reserve deposit) for any year shall be insufficient to make such deposit in full, the General Partners shall fund such shortfall from their own funds as a Subordinated Loan. (f) Each General Partner shall be bound by the Project Documentsprovide to BCTC 94, Inc., for its approval and Consent, prior to execution and no additional General Partner shall be admitted if he, she or it has not first agreed to be bound by this Agreement (and assume later than the obligations of a General Partner hereunder) and by the Project Documents to the same extent and under the same terms as the other General Partners. (g) The General Partners shall take all actions necessary to ensure that the Investment Limited Partner receives the full amount of the Projected Credit, including, without limitation, the rental of apartments to Qualified Tenants and the filing of annual certifications as may be required. In this regard, the General Partners shall, inter alia, cause (i) the Partnership to satisfy all requirements imposed from time to time under the Code with respect to rental levels and occupancy by Qualified Tenants by the close end of the first year of the Credit Period so credit period as to permit the Partnership to be entitled to the Tax Credit throughout the compliance period specified defined in Section 42 of the Code, (ii) all dwelling units in a copy of the Apartment Complex Extended Use Commitment to be leased for periods of not less than six months to persons satisfying entered into between the Rent Restriction Test,Partnership and the Agency.

Duties and Obligations. (a) The General Partners shall manage the affairs of the Partnership to the best of their ability, shall use their best efforts to carry out the purpose of the Partnership, and shall devote to the Partnership such time as may be necessary for the proper performance of their duties and the business of the Partnership. The General Partners shall promptly take all action which may be necessary or appropriate for the proper development, maintenance and operation of the Apartment Complex in accordance with the provisions of this Agreement, the Project Documents and applicable laws and regulations including, without limitation, funding the Construction and Development Fee to the extent Capital Contributions and Cash Flow are insufficient. The General Partners are responsible for the management and operation of the Partnership, including the oversight of the rent-up and operational stages of the Apartment Complex. (b) The General Partners shall use their best efforts to cause the Partnership Part- nership to generate Cash Flow for distribution to the Partners at the maximum realizable level in view of (i) any applicable Agency FmHA and other regulations, (ii) the Minimum Set- Set-Aside Test and (iii) the Rent Restriction Test, and, if necessary, the General Partners shall also use their best efforts to obtain approvals and implementation of appropriate adjustments in the rental schedule of the Apartment Complex. (c) The General Partners shall cause the Partnership to obtain and keep in force, during the term of the Partnership, comprehensive casualty insurance, including, but not limited to, fire and other risks generally included under "extended coverage" policies, workmen's compensation and public liability insurance in favor of the Partnership (i) with such companies and in such amounts as shall be satisfactory to the Lenders and any AgencyFmHA, or, if the Apartment Complex is no longer subject to Lender or Agency FmHA regulation or requirements, as shall be customary for apartment complexes similar to the Apartment Complex and (ii) in amounts which shall be (A) no less than those amounts which are customary in the area for apartment complexes similar to the Apartment Complex, (B) no less than such amounts as may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner from time to time, and (C) in any event, sufficient to prevent the Partnership from becoming a co-insurer under any such policies. No deductibles on such policies may exceed $1,000, without the prior written consent of the Investment Limited Partner5,000. The Partnership's fire and other casualty insurance shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 (of which up to $5,000,000 may be provided under an umbrella policy). Through the Completion Date, or such later date as may be required by the Construction Lender or any Agency FmHA, the General Partners shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value of the Apartment Complex (excluding the value of the underlying land, the site utilities and the foundations) or (ii) such other amount as shall be required by any Agency FmHA or the Construction Lender. Throughout the term of the Partnership, the General Partners shall provide copies of all such policies (or binders) to the Investment Limited Partner promptly after their receipt thereof. Upon the request of the Investment Limited Partner to the General Partners, the General Partners shall cause the applicable insurer to name the Investment Limited Partner as an "additional insured" on each Partnership insurance policy. (d) The obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a General Partner from the Partnership. (1) The General Partners shall establish and maintain reasonable reserves re- serves to provide for working capital needs, improvements, replacements and any other contingencies of the Partnership. At a minimum, the General Partners shall cause the Partnership to annually deposit $9,600 12,806 from its Cash Flow into replacement reserves. To reserves until fully funded at $128,060; to the extent that Cash Flow (as determined before deduction of this reserve deposit) for any year shall be insufficient to make such deposit in full, the General Partners shall fund such shortfall from their own funds as a Subordinated Loan. (f) Each General Partner shall be bound by the Project Documents, and no additional General Partner shall be admitted if he, she or it has not first agreed to be bound by this Agreement (and assume the obligations of a General Partner hereunder) and by the Project Documents to the same extent and under the same terms as the other General Partners. (g) The General Partners shall take all actions necessary to ensure that the Investment Limited Partner receives the full amount of the Projected Credit, including, without limitation, the rental of apartments to Qualified Tenants appropriate tenants and the filing of annual certifications as may be required. In this regard, the General Partners shall, inter alia, cause (i) the Partnership to satisfy all requirements imposed from time to time under the Code with respect to rental levels and occupancy by Qualified Tenants qualified tenants by the close of the first year of the Credit Period and throughout the Compliance Period so as to permit the Partnership to be entitled to the Tax Credit throughout the compliance period specified in Compliance Period so as to permit the CodePartnership to be entitled to the maximum available Tax Credit, (ii) the Partnership to comply with all State Tax Credit monitoring procedures, (iii) all dwelling units in the Apartment Complex to be leased for periods of not less than six months to persons satisfying the Rent Restriction Test,

Duties and Obligations. Relating to the Apartment Complex and the Partnership. The General Partner shall have the following duties and obligations with respect to the Apartment Complex and the Partnership: (a) The General Partners all requirements shall manage be met which are necessary to obtain or achieve (i) compliance with the affairs of Minimum Set-Aside Test, the Partnership to the best of their ability, shall use their best efforts to carry out the purpose of the PartnershipRent Restriction Test, and shall devote to the Partnership such time as may be any other requirements necessary for the proper performance Apartment Complex to initially qualify, and to continue to qualify, for Tax Credits, including all requirements set forth in the [Regulatory Agreement], the Extended Use Agreement, (ii) issuance of their duties all necessary certificates of occupancy, including all governmental approvals required to permit occupancy of all of the apartment units in the Apartment Complex, (iii) Substantial Completion and Final Closing, and (iv) compliance with all provisions of the Project Documents; (b) while conducting the business of the Partnership. The , the General Partners Partner shall promptly take all action not act in any manner which may it knows or should have known after due inquiry will (i) cause the termination of the Partnership for federal income tax purposes without the Consent of the Investment Partnership, or (ii) cause the Partnership to be necessary or appropriate treated for federal income tax purposes as an association taxable as a corporation; (c) the proper development, maintenance and operation Apartment Complex shall be managed upon Substantial Completion so that (i) no less than eighty per cent (80%) of the gross income from the Apartment Complex in accordance every year is rental income from dwelling units in the Apartment Complex used to provide living accommodations not on a transient basis, (ii) the rental of all units in the Apartment Complex (except for the property manager's unit) complies with the provisions of this Agreementtenant income limitations and other restrictions under the Rent Restriction Test, the Project Documents Rental Assistance Agreement and as set forth in the Regulatory Agreement and the Extended Use Agreement and all applicable laws documents entered into in connection with the Permanent Loan, and regulations including(iii) one hundred percent (100%) of the units in the Apartment Complex (except for the property manager's unit) are occupied or held for occupancy by individuals with incomes of sixty percent (60%) or less of area median income, without limitation, funding as adjusted for family size; (d) the Construction and Development Fee General Partner shall exercise good faith in all activities relating to the extent Capital Contributions and Cash Flow are insufficient. The General Partners are responsible for conduct of the management and operation business of the Partnership, including the oversight of the rent-up development, operation and operational stages maintenance of the Apartment Complex., and shall take no action with respect to the business and property of the Partnership which is not reasonably related to the achievement of the purpose of the Partnership; (be) The all of (i) the fixtures, maintenance supplies, tools, equipment and the like now and to be owned by the Partnership or to be appurtenant to, or to be used in the operation of the Apartment Complex, as well as (ii) the rents, revenues and profits earned from the operation of the Apartment Complex, will be free and clear of all security interests and encumbrances except for the Permanent Loan and the Permanent Mortgage, and any additional security agreements executed in connection therewith; (f) the General Partners Partner will execute on behalf of the Partnership all documents necessary to elect, pursuant to Sections 732, 743 and 754 of the Code, to adjust the basis of the Partnership's property upon the request of the Investment Partnership, if, in the sole opinion of the Investment Partnership, such election would be advantageous to the Investment Partnership and any such elections (including elections made at the direction or with the consent of the Investment Partnership) shall use their best efforts not reduce the obligations of the General Partner pursuant to Section 5.01(d); (g) the General Partner guarantees the repayment by the Partnership of any Credit Recovery Loan from the Investment Partnership to the Partnership made pursuant to Section 5.01(d)(iii), and payment by the Partnership of the Development Fee pursuant to Section 8.10; (h) the General Partner shall comply and cause the Partnership to generate Cash Flow comply with the provisions of all applicable governmental and contractual obligations; (i) the General Partner shall be responsible for distribution the payment of any fines or penalties imposed by the Agency or the Permanent Lender pursuant to the Partners at Project Documents and any documents executed in connection with obtaining Tax Credits (other than with respect to payments of principal or interest under the maximum realizable level in view Permanent Loan from and after Final Closing) which are attributable to any action or inaction of it or its affiliates; (j) the General Partner shall promptly notify the Investment Partnership of any written or oral notice of (i) any applicable Agency and default or failure of compliance with respect to the Permanent Loan or any other regulationsfinancial, (ii) the Minimum Set- Aside Test and (iii) the Rent Restriction Test, and, if necessary, the General Partners shall also use their best efforts to obtain approvals and implementation of appropriate adjustments in the rental schedule of the Apartment Complex. (c) The General Partners shall cause the Partnership to obtain and keep in force, during the term of the Partnership, comprehensive casualty insurance, including, but not limited to, fire and other risks generally included under "extended coverage" policies, workmen's compensation and public liability insurance in favor contractual or governmental obligation of the Partnership or the General Partner (i) with such companies and in such amounts as shall be satisfactory to the Lenders and any Agency, orcase of the General Partner, if the Apartment Complex is no longer subject to Lender such default or Agency regulation or requirements, as shall be customary for apartment complexes similar to the Apartment Complex and (ii) in amounts which shall be (A) no less than those amounts which are customary in the area for apartment complexes similar to the Apartment Complex, (B) no less than such amounts as failure of compliance may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner from time to time, and (C) in any event, sufficient to prevent have a material adverse impact on the Partnership from becoming a co-insurer under any such policies. No deductibles on such policies may exceed $1,000or its operations), without the prior written consent of the Investment Limited Partner. The Partnership's fire and other casualty insurance shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 (of which up to $5,000,000 may be provided under an umbrella policy). Through the Completion Date, or such later date as may be required by the Construction Lender or any Agency , the General Partners shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value of the Apartment Complex (excluding the value of the underlying land, the site utilities and the foundations) or (ii) such other amount as shall be required by any Agency or the Construction Lender. Throughout the term of the Partnership, the General Partners shall provide copies of all such policies (or binders) to the Investment Limited Partner promptly after their receipt thereof. Upon the request of the Investment Limited Partner to the General Partners, the General Partners shall cause the applicable insurer to name the Investment Limited Partner as an "additional insured" on each Partnership insurance policy. (d) The obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a General Partner from the Partnership. (1) The General Partners shall establish and maintain reasonable reserves to provide for working capital needs, improvements, replacements and any other contingencies of the Partnership. At a minimum, the General Partners shall cause the Partnership to annually deposit $9,600 from its Cash Flow into replacement reserves. To the extent that Cash Flow (as determined before deduction of this reserve deposit) for any year shall be insufficient to make such deposit in full, the General Partners shall fund such shortfall from their own funds as a Subordinated Loan. (f) Each General Partner shall be bound by the Project Documents, and no additional General Partner shall be admitted if he, she or it has not first agreed to be bound by this Agreement (and assume the obligations of a General Partner hereunder) and by the Project Documents to the same extent and under the same terms as the other General Partners. (g) The General Partners shall take all actions necessary to ensure that the Investment Limited Partner receives the full amount of the Projected Credit, including, without limitation, the rental of apartments to Qualified Tenants and the filing of annual certifications as may be required. In this regard, the General Partners shall, inter alia, cause (i) the Partnership to satisfy all requirements imposed from time to time under the Code with respect to rental levels and occupancy by Qualified Tenants by the close of the first year of the Credit Period so as to permit the Partnership to be entitled to the Tax Credit throughout the compliance period specified in the Code, (ii) all dwelling units in IRS proceeding regarding the Apartment Complex to be leased for periods of not less than six months to persons satisfying or the Rent Restriction Test,Partnership;

Duties and Obligations. (a) The General Partners Partner shall manage the affairs of the Partnership to the best of their its ability, shall use their its best efforts to carry out the purpose of the Partnership, and shall devote to the Partnership such time as may be necessary for the proper performance of their its duties and the business of the Partnership. The General Partners Partner shall promptly take all action which may be necessary or appropriate for the proper development, construction, maintenance and operation of the Apartment Complex in accordance with the provisions of this Agreement, the Project Documents and any applicable laws and regulations including, without limitation, funding the Construction and Development Fee to the extent Capital Contributions and Cash Flow are insufficientRegulations. The General Partners are Partner is responsible for the management and operation of the Partnership, including the oversight of the rent-up and operational stages of the Apartment Complex. (b) The Subject to the provisions of Section 6.5(g), the General Partners Partner shall use their best its diligent good faith efforts to cause the Partnership to generate Cash Flow for distribution to the Partners at the maximum realizable level in view of (i) any applicable Agency and other regulationsRegulations, (ii) the Minimum Set- Set-Aside Test and Test, (iii) the Rent Restriction TestTest and (iv) the Projected Rents, and, if necessary, the General Partners Partner also shall also use their its best efforts to obtain approvals and implementation of appropriate adjustments in the rental schedule of the Apartment Complex. (c) The General Partners Partner shall cause the Partnership to obtain and keep in force, during the term of the Partnership, comprehensive casualty insurance, including, but not limited to, fire and other risks generally included under "extended coverage" policies, workmen's compensation and public liability insurance policies in favor of accordance with the Partnership (i) with such companies and in such amounts as shall be satisfactory to the Lenders and any Agency, or, if the Apartment Complex is no longer subject to Lender or Agency regulation or requirements, as shall be customary for apartment complexes similar to the Apartment Complex and (ii) in amounts which shall be (A) no less than those amounts which are customary in the area for apartment complexes similar to the Apartment Complex, (B) no less than such amounts as may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner from time to time, and (C) in any event, sufficient to prevent the Partnership from becoming a co-insurer under any such policies. No deductibles Insurance Requirements set forth on such policies may exceed $1,000, without the prior written consent of the Investment Limited Partner. The Partnership's fire and other casualty insurance shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 (of which up to $5,000,000 may be provided under an umbrella policy). Through the Completion Date, or such later date as may be required by the Construction Lender or any Agency , the General Partners shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value of the Apartment Complex (excluding the value of the underlying land, the site utilities and the foundations) or (ii) such other amount as shall be required by any Agency or the Construction LenderExhibit C hereto. Throughout the term of the Partnership, the General Partners Partner shall provide copies of all such policies (or binders) to the Investment Limited Partner promptly within thirty (30) days after their receipt thereof. Upon the request of the Investment Limited The General Partner to the General Partners, the General Partners shall cause the applicable insurer to name the Investment Limited Partner as an "additional insured" on each Partnership insurance policy. Each Partnership insurance policy shall include a provision requiring the insurance company to notify the Investment Limited Partner in writing no less than thirty (30) days prior to any cancellation, non-renewal or material change in the terms and conditions of coverage. The General Partner shall review regularly all of the Partnership and Apartment Complex insurance coverage to insure that it is adequate and continuing. In particular, the General Partner shall review at least annually the insurance coverage required by this Section 6.5(c) to insure that it is in an amount at least equal to the then current full replacement value of the Apartment Complex. Without limitation of the foregoing, the General Partner shall deliver to the Investment Limited Partner on or before the Admission Date one or more certificates or memoranda of insurance, in form reasonably acceptable to the Investment Limited Partner, evidencing, (i) the existence of the insurance policies and coverages specified on Exhibit C, (ii) that the Partnership and its Partners (including the Investment Limited Partner) are named insured on such policies, and (iii) that such insurance policies will not be cancelled by the insurers except within thirty (30) days' written notice to the Investment Limited Partner. From time to time following the Admission Date, the General Partner shall deliver to the Investment Limited Partner such further certificates or memoranda of insurance as the Investment Limited Partner may reasonably require to confirm that such insurance and notice provisions with respect to insurance under this Agreement have been complied with. (d) The If at any time there is more than one General Partner, the obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a General Partner from the Partnership. (1i) The General Partners Partner shall on and after the earlier of the date which is six (6) months after the Completion Date and Permanent Mortgage Commencement establish and maintain reasonable reserves (the "Replacement Reserve") to provide for working capital needs, improvements, replacements and any other contingencies of the Partnership. At a minimum, the General Partners Partner shall cause the Partnership to annually deposit $9,600 15,800 from its Cash Flow into the Replacement Reserve (which requirement shall be offset against and not be in addition to any similar capital replacement reserves. To reserve requirement of any Lender); to the extent that Cash Flow (as determined before deduction of this such reserve deposit) for any year Fiscal Year shall be insufficient to make such deposit in full, the General Partners Partner shall fund such shortfall from their its own funds as a Subordinated Loan. (ii) In addition to the requirements of Section 6.5(e)(i), in order to fund Operating Deficits, the General Partner (or its designee), shall upon the satisfaction of the conditions to the payment of the Second Installment deposit $14,700 into a segregated reserve account (the "Operating Reserve") to secure the General Partner's obligation to fund Operating Deficits. Funds held in the Operating Reserve may be released to pay operating expenses with the reasonable approval of the Special Limited Partner. The funds, if any, remaining in the Operating Reserve shall be returned to the General Partner (or its designee) in accordance with the provisions of Section 10.2 upon the later of (A) the third (3rd) anniversary of Rental Achievement or (B) the achievement of 93% occupancy in the Apartment Complex and a Debt Service Coverage Ratio of 1.15, in each case for a period of twelve (12) consecutive months with each month considered individually. Any funds utilized from the Operating Reserve to pay Partnership operating expenses shall not constitute Subordinated Loans. Upon the utilization of such funds from the Operating Reserve, the General Partner shall use its best good faith efforts to redeposit Partnership funds in the Operating Reserve in an amount sufficient to maintain the minimum balances required herein. (f) Each General Partner shall be bound by the provisions of the Project Documents, and no additional General Partner shall be admitted if he, she or it has not first agreed to be bound by this Agreement (and assume the obligations of a General Partner hereunder) and by the Project Documents to the same extent and under the same terms as each of the other General Partners. (g) The General Partners Partner shall take all actions necessary appropriate to ensure that the Investment Limited Partner receives the full amount of the Projected Credit, including, without limitation, the rental of apartments to Qualified Tenants appropriate tenants and the filing of annual certifications as may be required. In this regard, the General Partners Partner shall, inter alia, cause (i) the Partnership to satisfy the Minimum Set-Aside Test, the Rent Restriction Test and all other requirements imposed from time to time under the Code with respect to rental levels and occupancy by Qualified Tenants qualified tenants by the close of the first year of the Credit Period and throughout the Compliance Period so as to permit the Partnership to be entitled to the maximum available Tax Credit throughout (ii) the compliance period specified in Partnership to comply with all Tax Credit monitoring procedures of the CodeState, (iiiii) all dwelling units in the Apartment Complex to be leased for initial periods of not less than six months to persons individuals satisfying the Rent Restriction Test,, (iv) the Partnership to make all appropriate Tax Credit elections in a timely fashion, and (v) all rental units in the Apartment Complex to be of equal quality with comparable amenities available to low-income tenants on a comparable basis without separate fees. (h) [Reserved] (i) The General Partner shall (i) not store or dispose of (except in compliance with all laws, ordinances, and regulations pertaining thereto) any Hazardous Material at the Apartment Complex, or at or on any other Site or Vessel owned, occupied, or operated either by any General Partner, any Affiliate of a General Partner, or any Person for whose conduct any General Partner is or was responsible; (ii) neither directly nor indirectly transport or arrange for the transport of any Hazardous Material (except in compliance with all laws, ordinances, and regulations pertaining thereto); (iii) provide the Investment Limited Partner with written notice (x) upon any General Partner's obtaining knowledge of any potential or known release, or threat of release, of any Hazardous Material at or from the Apartment Complex or any other Site or Vessel owned, occupied, or operated by any General Partner, any Affiliate of a General Partner or any Person for whose conduct any General Partner is or was responsible or whose liability may result in a lien on the Apartment Complex; (y) upon any General Partner's receipt of any notice to such effect from any federal, state, or other Governmental Authority; and (z) upon any General Partner's obtaining knowledge of any incurrence of any expense or loss by any such government authority in connection with the assessment, containment, or removal of any Hazardous Material for which expense or loss any General Partner may be liable or for which expense or loss a lien may be imposed on the Apartment Complex. (j) The General Partner shall promptly request in writing of the Permanent Lender that the Permanent Lender cause the Special Limited Partner to be named as an "interested party" in the Permanent Mortgage Loan Documents, so that the Permanent Lender will notify the Special Limited Partner of any default under the Permanent Mortgage or the General Partner shall itself notify the Special Limited Partner of any such default. (k) The General Partner shall provide the Special Limited Partner with a true and accurate copy of each Construction Loan requisition and any supporting documents and information which has been submitted for approval by the Construction Lender (whether submitted before or after the Admission Date). (l) The General Partner shall have a fiduciary responsibility for the safekeeping and use of all funds and assets of the Partnership, whether or not in its immediate possession or control. The General Partner shall not employ, or permit another to employ, such funds or assets in any manner except for the exclusive benefit of the Partnership. No General Partner shall contract away the fiduciary duty owed at common law to the Limited Partners.

Duties and Obligations. (a) The General Partners shall manage the affairs of the Partnership to the best of their ability, shall use their best efforts to carry out the purpose of the Partnership, and shall devote to the Partnership such time as may be necessary for the proper performance of their duties and the business of the Partnership. The General Partners shall promptly take all action which may be necessary or appropriate for the proper development, maintenance and operation of the Apartment Complex in accordance with the provisions of this Agreement, the Project Documents and applicable laws and regulations including, without limitation, funding the Construction and Development Fee to the extent Capital Contributions and Cash Flow are insufficient. The General Partners are responsible for the management and operation of the Partnership, including the oversight of the rent-up and operational stages of the Apartment Complex. (b) The General Partners shall use their best efforts to cause the Partnership to generate Cash Flow for distribution to the Partners at the maximum realizable level in view of (i) any applicable Agency and other regulations, (ii) the Minimum Set- Set-Aside Test and (iii) the Rent Restriction Test, and, if necessary, the General Partners shall also use their best efforts to obtain approvals and implementation of appropriate adjustments in the rental schedule of the Apartment Complex. (c) The General Partners shall cause the Partnership to obtain and keep in force, during the term of the Partnership, comprehensive casualty insurance, including, but not limited to, fire and other risks generally included under "extended coverage" policies, workmen's compensation and public liability insurance in favor of the Partnership (i) with such companies and in such amounts as shall be satisfactory to the Lenders and any Agency, or, if the Apartment Complex is no longer subject to Lender or Agency regulation or requirements, as shall be customary for apartment complexes similar to the Apartment Complex and (ii) in amounts which shall be (A) no less than those amounts which are customary in the area for apartment complexes similar to the Apartment Complex, (B) no less than such amounts as may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner from time to time, and (C) in any event, sufficient to prevent the Partnership from becoming a co-insurer under any such policies. No deductibles on such policies may exceed $1,000, without the prior written consent of the Investment Limited Partner. The Partnership's fire and other casualty insurance shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 (of which up to $5,000,000 may be provided under an umbrella policy). Through the Completion Date, or such later date as may be required by the Construction Lender or any Agency , the General Partners shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value of the Apartment Complex (excluding the value of the underlying land, the site utilities and the foundations) or (ii) such other amount as shall be required by any Agency or the Construction Lender. Throughout the term of the Partnership, the General Partners shall provide copies of all such policies (or binders) to the Investment Limited Partner promptly after their receipt thereof. Upon the request of the Investment Limited Partner to the General Partners, the General Partners shall cause the applicable insurer to name the Investment Limited Partner as an "additional insured" on each Partnership insurance policy. (d) The obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a General Partner from the Partnership. (1) The General Partners shall establish and maintain reasonable reserves to provide for working capital needs, improvements, replacements and any other contingencies of the Partnership. At a minimum, the General Partners shall cause the Partnership to annually deposit $9,600 9,692 from its Cash Flow into replacement reserves. To the extent that Cash Flow (as determined before deduction of this reserve deposit) for any year shall be insufficient to make such deposit in full, the General Partners shall fund such shortfall from their own funds as a Subordinated Loan. (f) Each General Partner shall be bound by the Project Documents, and no additional General Partner shall be admitted if he, she or it has not first agreed to be bound by this Agreement (and assume the obligations of a General Partner hereunder) and by the Project Documents to the same extent and under the same terms as the other General Partners. (g) The General Partners shall take all actions necessary to ensure that the Investment Limited Partner receives the full amount of the Projected Credit, including, without limitation, the rental of apartments to Qualified Tenants and the filing of annual certifications as may be required. In this regard, the General Partners shall, inter alia, cause (i) the Partnership to satisfy all requirements imposed from time to time under the Code with respect to rental levels and occupancy by Qualified Tenants by the close of the first year of the Credit Period so as to permit the Partnership to be entitled to the Tax Credit throughout the compliance period specified in the Code, (ii) all dwelling units in the Apartment Complex to be leased for periods of not less than six months to persons satisfying the Rent Restriction Test,

Duties and Obligations. (a) The General Partners shall manage the affairs of the Partnership to the best of their ability, shall use their best efforts to carry out the purpose purposes of the Partnership, and shall devote to the Partnership such time as may be necessary for the proper performance of their duties and the business of the Partnership. The Administrative General Partners Partner shall promptly take all action which may be necessary or appropriate for the proper developmentrehabilitation, maintenance and operation of the Apartment Complex in accordance with the provisions of this Agreement, the Project Documents and applicable laws and regulations including, without limitation, funding the Construction and Development Fee to the extent Capital Contributions and Cash Flow are insufficientregulations. The Administrative General Partners Partner and the Managing General Partner are responsible for the management and operation of the Partnership, including the oversight of the post-rehabilitation rent-up and operational stages of the Apartment Complex. The General Partners shall devote to the Partnership such time as may be necessary for the proper performance of their duties. (b) The Administrative General Partners Partner and the Managing General Partner shall use their best efforts to cause the Partnership to generate Cash Flow for distribution to the Partners at the maximum realizable level in view of (i) any applicable Agency and other regulations, (ii) all Lender requirements, (iii) the Minimum Set- Set-Aside Test Test, and (iiiiv) the Rent Restriction Test, and, if necessary, the General Partners shall also use their best efforts to obtain approvals and implementation of appropriate adjustments in the rental schedule of the Apartment Complex. (c) The Administrative General Partners Partner shall cause the Partnership to obtain and keep in force, during the term of the Partnership, comprehensive casualty insurance, including, but not limited to, to fire and other risks generally included under "extended coverage" coverage policies", workmen's compensation and public liability insurance in favor of the Partnership (i) with such companies and in such amounts as shall be satisfactory to the Lenders each Agency and any AgencyLender, or, if the Apartment Complex is no longer subject to Agency or Lender or Agency regulation or requirements, as shall be customary for apartment complexes similar to such as the Apartment Complex and (ii) in amounts which shall be (A) no less than those amounts which are customary in the area for apartment complexes similar to the Apartment Complex, (B) no less than such amounts as may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner Partners from time to time, and (C) in any event, sufficient to prevent the Partnership from becoming a co-insurer under any such policies. No deductibles on such policies may exceed $1,000, without the prior written consent of the Investment Limited Partner. The Partnership's fire and other casualty insurance shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage public liability insurance policy in the amount of not less than $6,000,000 (of which up to $5,000,000 may be provided under an umbrella policy). Through the Completion Date, or such later date as may be required by the Construction Lender or any Agency , the General Partners shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership shall be in an amount not less than the greater of (i) the full replacement value of the Apartment Complex (excluding the value of the underlying land, the site utilities and the foundations) or (ii) such other amount as shall be required by any Agency or the Construction Lender$5,000,000. Throughout the term of the Partnership, the Administrative General Partners Partner shall provide copies of all such policies (or binders) to the Investment Limited Partner Partners promptly after their receipt thereof. Upon the request of the Investment Limited Partner to the General Partners, the General Partners shall cause the applicable insurer to name the Investment Limited Partner as an "additional insured" on each Partnership insurance policy. (d) The obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a Administrative General Partner from shall cause the Partnership. (1) The General Partners shall Partnership to establish and maintain reasonable reserves to provide for working capital needs, improvements, replacements and any other contingencies of the PartnershipPartnership (the "Replacement Reserve"). At a minimum, the Administrative General Partners Partner shall cause the Partnership to annually deposit $9,600 from its Cash Flow 33,300 per year into replacement reserves. To the extent that Cash Flow (as determined before deduction Replacement Reserve unless the Consent of this reserve deposit) for any year shall be insufficient the Investment Limited Partners is obtained to make such deposit in full, the General Partners shall fund such shortfall from their own funds as place a Subordinated Loansmaller amount therein. (fe) Each General Partner shall be bound by the Project Documents, and no additional General Partner shall be admitted if he, she or it has not first agreed to be bound by this Agreement (and assume the obligations of a General Partner hereunder) and by the Project Documents to the same extent and under the same terms as the other General Partners. (gf) The Administrative General Partners Partner shall take all actions necessary to ensure that each of the Investment Class A Limited Partner, the Class B Limited Partner, the Class C Limited Partner and the Class D Limited Partner receives the full amount of the Class A Limited Partner's Projected Credit, the Class B Limited Partner's Projected Credit, the Class C Limited Partner's Projected Credit and the Class D Limited Partner's Projected Credit, respectively, including, without limitation, the rental of apartments to Qualified Tenants appropriate tenants and the filing of annual certifications as may be required. In this regard, the General Partners shall, inter alia, cause (i) the Partnership to satisfy all requirements imposed from time to time under the Code with respect to rental levels and occupancy by Qualified Tenants qualified tenants by the close of the first year of the Credit Period applicable to the 1993 Federal Credit so as to permit the Partnership to be entitled to the Tax Federal Credit throughout the Compliance Period specified in the Code and to the California Credit throughout the compliance period specified in the Codeapplicable State laws and regulations, (ii) the Partnership to comply with all State Tax Credit monitoring procedures, (iii) all 222 dwelling units in the Apartment Complex to be leased for periods of not less than six months to persons satisfying the Rent Restriction Test,

Duties and Obligations. (a) The General Partners shall manage the affairs of the Partnership to the best of their ability, shall use their best efforts to carry out the purpose of the Partnership, and shall devote to the Partnership such time as may be necessary for the proper performance of their duties and the business of the Partnership. The General Partners shall promptly take all action which may be necessary or appropriate for the proper development, maintenance and operation of the Apartment Complex in accordance with the provisions of this Agreement, the Project Documents and applicable laws and regulations including, without limitation, funding the Construction and Development Fee to the extent Capital Contributions and Cash Flow are insufficient. The General Partners are responsible for the management and operation of the Partnership, including the oversight of the rent-up and operational stages of the Apartment Complex. (b) The General Partners shall use their best efforts to cause the Partnership to generate Cash Flow for distribution to the Partners at the maximum realizable level in view of (i) any applicable Agency and other regulations, (ii) the Minimum Set- Set-Aside Test Test, and (iii) the Rent Restriction Test, and, if necessary, the General Partners shall also use their best efforts to obtain approvals and implementation of appropriate adjustments in the rental schedule of the Apartment Complex. (c) The General Partners shall cause the Partnership to obtain and keep in force, during the term of the Partnership, comprehensive casualty insurance, including, but not limited to, fire and other risks generally included under "extended coverage" policies, workmen's compensation and public liability insurance in favor of the Partnership (i) with such companies and in such amounts as shall be satisfactory to the Lenders and any Agencyapplicable governmental agency, or, if the Apartment Complex is no longer subject to Lender or Agency agency regulation or requirements, as shall be customary for apartment complexes similar to the Apartment Complex Complex, and (ii) in amounts which shall be (A) no less than those amounts which are customary in the area for apartment complexes similar to such as the Apartment Complex, (B) in the case of the "extended coverage" portion, no less than the full original replacement value of the Apartment Complex, (C) no less than such amounts as may be reasonably requested by the Investment Limited Partner and/or the Special Limited Partner from time to time, and (CD) in any event, sufficient to prevent the Partnership from becoming a co-insurer under any such policies. No deductibles on such policies may exceed $1,000, without the prior written consent 500. The public liability insurance in favor of the Investment Limited Partner. The Partnership's fire and other casualty insurance Partnership shall be in an amount at least equal to the full replacement value of the Apartment Complex. The General Partner shall cause the Partnership and all Partners to be named as additional insured parties on a combined single limit bodily injury and property damage liability insurance policy in the amount of not less than $6,000,000 (4,000,000, of which up to $5,000,000 3,000,000 may be provided under an umbrella policy). Through the Completion Date, or such later date as may be required by the Construction any Lender or any Agency applicable governmental agency, the General Partners shall also cause the Partnership to obtain and keep in force a builder's risk policy in favor of the Partnership in an amount not less than the greater of (i) the full replacement value of the Apartment Complex (excluding the value of the underlying land, the site utilities and the foundations) or (ii) such other amount as shall be required by any Agency or the Construction Lender. Throughout the term of the Partnership, the General Partners shall provide copies of all such policies (or binders) to the Investment Limited Partner promptly after their receipt thereofthereof or upon request but no less frequently than annually. Upon the request of the Investment Limited Partner to the General Partners, the The General Partners shall cause the applicable insurer to name each of the Investment Limited Partner and the Special Limited Partner as an "additional insured" on each Partnership insurance policy. Prior to the expiration date for any such Partnership insurance policy, the General Partners shall deliver to the Investment Limited Partner a copy of the comparable new or replacement policy, including all endorsements, exhibits and riders thereto. (d) The obligations of the General Partners hereunder shall be the joint and several obligations of each General Partner. Except as otherwise provided in Sections 4.5(b) and 7.1, such obligations shall survive any Withdrawal of a General Partner from the Partnership. (1) The General Partners shall establish and maintain reasonable reserves to provide for working capital needs, improvements, replacements and any other contingencies of the PartnershipPartnership as required by the Lenders and any Agency. At a minimum, the General Partners shall cause the Partnership to annually deposit deposit, commencing in 1997, $9,600 8,707 from its Cash Flow into replacement reserves. To ; to the extent that Cash Flow (as determined before deduction of this reserve deposit) for any year shall be insufficient to make such deposit in full, the General Partners shall fund such shortfall from their own funds as a Subordinated Loan. Withdrawals and expenditures from the replacement reserve are subject to the written approval of the Lenders and any Agency, as required. (2) In addition to the requirements of Section 6.5(e)(1), in order to meet operating expenses of the Partnership which exceed operating income available for the payment thereof, at or prior to Admission Date, the General Partners shall cause the Partnership to deposit $136,000 into a segregated reserve account to fund an operating deficit reserve fund (the "Working Capital Reserve") which must remain funded until the achievement of the Reserve Release Date. Disbursements from or the release of the Working Capital Reserve shall be made only with the Consent of the Investment Limited Partner and the written approval of the Lenders and any Agency, as required. (f) Each General Partner shall be bound by the Project Documents, and no additional General Partner shall be admitted if he, she or it has not first agreed to be bound by this Agreement (and assume the obligations of a General Partner hereunder) and by the Project Documents to the same extent and under the same terms as the other General Partners. (g) The General Partners shall take all actions necessary to ensure that the Investment Limited Partner receives the full amount of the Projected Credit and that the Missouri Limited Partner receives the full amount of the Projected Missouri Credit, including, without limitation, the rental of apartments to Qualified Tenants appropriate tenants and the filing of annual certifications as may be required. In this regard, the General Partners shall, inter alia, cause (i) the Partnership to satisfy all requirements imposed from time to time under the Code with respect to rental levels and occupancy by Qualified Tenants qualified tenants by the close of the first year of the Credit Period so as to permit the Partnership to be entitled to the Tax Credit throughout the compliance period specified in the Code, (ii) the Partnership will comply with all State Tax Credit monitoring procedures, (iii) all 42 low-income dwelling units in the Apartment Complex to be leased for periods of not less than six months to persons satisfying the Rent Restriction Test,