Common use of Payments to the General Partners and Others Clause in Contracts

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in the amount equal to the greater of (i) $1,104,320 or (ii) subject to the Special Limited Partner's reasonable determination that such higher amount may be included in the Eligible Basis of the Apartment Housing, 15% of the total development costs as stated in the cost certification provided by the Accountants and approved by the State Tax Credit Agency, pursuant to the Amended and Restated Development Fee Agreement entered into by and between the Developer and the Partnership on even date herewith; provided, however, that the Development Fee shall be reduced prior to the end of the first year of the Tax Credit Period, as necessary, to meet the 50% test for financing development costs from tax-exempt bond proceeds as described in Code Section 42(h)(4)(B), with the amount of such reduction to be determined by the Accountant and approved by the Special Limited Partner. The Amended and Restated Development Fee Agreement provides, in part, that the Development Fee shall first be paid from available proceeds in accordance with Section 9.2(b) of this Agreement and if not paid in full then the balance of the Development Fee will be paid in accordance with Section 11.1 of this Agreement. (b) The Partnership shall utilize the proceeds from the Capital Contributions paid pursuant to Section 7.2 of this Agreement for costs associated with the development and construction of the Apartment Housing including, but not limited to, land costs, Land Acquisition Fee, architectural fees, survey and engineering costs, financing costs, loan fees, building materials and labor. If any Capital Contribution proceeds are remaining after Completion of Construction and all acquisition, development and construction costs, excluding the Development Fee, are paid in full and the Construction Loan retired, then the remainder shall: first be paid to the Developer in payment of the Development Fee; second be paid to the General Partner as a reduction of the General Partner's Capital Contribution; and any remaining Capital Contribution proceeds shall be paid to the General Partner as a Partnership oversight fee. (c) The Partnership shall pay to the Management Agent a property management fee for the leasing and management of the Apartment Housing in an amount in accordance with the Management Agreement. The term of the Management Agreement shall not exceed 1 year, and the execution or renewal of any Management Agreement shall be subject to veto by the Special Limited Partner. (1) The General Partner shall, upon receiving any request of the Mortgage lender requesting such action, dismiss the Management Agent as the entity responsible for management of the Apartment Housing under the terms of the Management Agreement; or, the General Partner shall dismiss the Management Agent at the request of the Special Limited Partner. (2) The appointment of any successor Management Agent is subject to the Consent of the Special Limited Partner, which may only be sought after the General Partner has provided the Special Limited Partner with accurate and complete disclosure respecting the proposed Management Agent. (d) Subject to any applicable distribution restrictions imposed by HUD, the Partnership shall pay to the Limited Partner an annual Asset Management Fee commencing in 2008 in the amount of $7,500 and increasing by 3% annually for the Limited Partner's services in assisting with the preparation of tax returns and the reports required in Section 14.2 and Section 14.3

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in the amount equal to the greater of (i) $1,104,320 or (ii) subject to the Special Limited Partner's reasonable determination that such higher amount may be included 225,077 in the Eligible Basis of the Apartment Housing, 15% of the total development costs as stated in the cost certification provided by the Accountants and approved by the State Tax Credit Agency, pursuant to accordance with the Amended and Restated Development Fee Agreement entered into by and between the Developer and the Partnership on the even date herewith; provided, however, that the Development Fee shall be reduced prior to the end of the first year of the Tax Credit Period, as necessary, to meet the 50% test for financing development costs from tax-exempt bond proceeds as described in Code Section 42(h)(4)(B), with the amount of such reduction to be determined by the Accountant and approved by the Special Limited Partnerhereof. The Amended and Restated Development Fee Agreement provides, in part, that the Development Fee shall first be paid from available proceeds in accordance with Section 9.2(b) of this Agreement and if not paid in full then the balance of the Development Fee will be paid in accordance with Section 11.1 of this Agreement. (b) The Partnership shall utilize the proceeds from the Capital Contributions paid pursuant to Section 7.2 and Section 7.5 of this Agreement for development costs associated with the development and construction of the Apartment Housing including, but not limited to, land costs, Land Acquisition Fee, architectural fees, survey and engineering costs, financing costs, loan fees, Syndication Fee, building materials and labor. If any Capital Contribution proceeds are remaining after Completion of Construction and all acquisition, development and construction costs, excluding the Development Fee, are paid in full and the Construction Loan retiredfull, then the remainder shall: first be paid to the Developer in payment of the Development Fee; second be paid to the General Partner as a reduction of the General Partner's Capital Contribution; and any remaining Capital Contribution proceeds shall be paid to the General Partner as a Partnership oversight fee. (c) The Partnership shall pay to the Management Agent a property management fee for the leasing and management of the Apartment Housing in an amount in accordance with the Management Agreement. The term of the Management Agreement shall not exceed 1 one year, and the execution or renewal of any Management Agreement shall be subject to veto by the Special Limited Partner. (1) The General Partner shall, upon receiving any request of the Mortgage lender requesting such action, dismiss the Management Agent as the entity responsible for management of the Apartment Housing under the terms of the Management Agreement; or, the General Partner shall dismiss the Management Agent at the request of the Special Limited Partner. (2) The appointment of any successor Management Agent is subject to the prior Consent of the Special Limited Partner, which may only be sought after . If the Management Agent is an Affiliate of the General Partner then commencing with the termination of the Operating Deficit Guarantee Period, in any year in which the Apartment Housing has provided an Operating Deficit, 40% of the Special Limited Partner with accurate and complete disclosure respecting the proposed management fee will be deferred ("Deferred Management Agent. (d) Subject to any applicable distribution restrictions imposed by HUDFee"). Deferred Management Fees, the Partnership if any, shall pay be paid to the Limited Partner an annual Asset Management Fee commencing Agent in 2008 in the amount of $7,500 and increasing by 3% annually for the Limited Partner's services in assisting accordance with the preparation of tax returns and the reports required in Section 14.2 and Section 14.311.1

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in the amount equal to of $390,000 in accordance with the greater of (i) $1,104,320 or (ii) subject to the Special Limited Partner's reasonable determination that such higher amount may be included in the Eligible Basis of the Apartment Housing, 15% of the total development costs as stated in the cost certification provided by the Accountants and approved by the State Tax Credit Agency, pursuant to the Amended and Restated Development Fee Agreement entered into by and between the Developer and the Partnership on the even date herewith; provided, however, that the Development Fee shall be reduced prior to the end of the first year of the Tax Credit Period, as necessary, to meet the 50% test for financing development costs from tax-exempt bond proceeds as described in Code Section 42(h)(4)(B), with the amount of such reduction to be determined by the Accountant and approved by the Special Limited Partnerhereof. The Amended and Restated Development Fee Agreement provides, in part, that the Development Fee shall first be paid from available proceeds in accordance with Section 9.2(b) of this Agreement and if not paid in full then the balance of the Development Fee will be paid in accordance with Section 11.1 of this Agreement. (b) The Partnership shall utilize the proceeds from the Capital Contributions paid pursuant to Section 7.2 and Section 7.5 of this Agreement for costs associated with the development and construction of the Apartment Housing including, but not limited to, land costs, Land Acquisition Fee, architectural fees, survey and engineering costs, financing costs, loan fees, Syndication Fee, building materials and labor. If any Capital Contribution proceeds are remaining after Completion of Construction and all acquisition, development and construction costs, excluding the Development Fee, are paid in full and the Construction Loan retired, then the remainder shall: first be paid to the Developer in payment of the Development Fee; second be paid to the General Partner as a reduction of the General Partner's Capital Contribution; and any remaining Capital Contribution proceeds shall be paid to the General Partner as a Partnership oversight fee. (c) The Partnership shall pay to the Management Agent a property management fee for the leasing and management of the Apartment Housing in an amount in accordance with the Management Agreement. The term of the Management Agreement shall not exceed 1 year, and the execution or renewal of any Management Agreement shall be subject to veto by the Special Limited Partner. (1) The General Partner shall, upon receiving any request of the Mortgage lender requesting such action, dismiss the Management Agent as the entity responsible for management of the Apartment Housing under the terms of the Management Agreement; or, the General Partner shall dismiss the Management Agent at the request of the Special Limited Partner. (2) The appointment of any successor Management Agent is subject to the Consent of the Special Limited Partner, which may only be sought after the General Partner has provided the Special Limited Partner with accurate and complete disclosure respecting the proposed Management Agent. (d) Subject to any applicable distribution restrictions imposed by HUD, the Partnership shall pay to the Limited Partner an annual Asset Management Fee commencing in 2008 in the amount of $7,500 and increasing by 3% annually for the Limited Partner's services in assisting with the preparation of tax returns and the reports required in Section 14.2 and Section 14.3Management

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in the amount equal to of $95,000 in accordance with the greater of (i) $1,104,320 or (ii) subject to the Special Limited Partner's reasonable determination that such higher amount may be included in the Eligible Basis of the Apartment Housing, 15% of the total development costs as stated in the cost certification provided by the Accountants and approved by the State Tax Credit Agency, pursuant to the Amended and Restated Development Fee Agreement entered into by and between the Developer and the Partnership on the even date herewith; provided, however, that the Development Fee shall be reduced prior to the end of the first year of the Tax Credit Period, as necessary, to meet the 50% test for financing development costs from tax-exempt bond proceeds as described in Code Section 42(h)(4)(B), with the amount of such reduction to be determined by the Accountant and approved by the Special Limited Partnerhereof. The Amended and Restated Development Fee Agreement provides, in part, that the Development Fee shall first be paid from available proceeds in accordance with Section 9.2(b) of this Agreement and if not paid in full then the balance of the Development Fee will be paid in accordance with Section 11.1 of this Agreement. (b) The Partnership shall utilize the proceeds from the Capital Contributions paid pursuant to Section 7.2 and Section 7.5 of this Agreement for costs associated with the development and construction of the Apartment Housing renovation costs including, but not limited to, land costs, Land Acquisition Fee, acquisition cost of existing building, architectural fees, survey and engineering costs, financing costs, loan fees, Syndication Fee, building materials and labor. If any Capital Contribution proceeds are remaining after Completion of Construction and Renovation and all acquisition, development development, renovation and construction costs, excluding the Development Fee, are paid in full and the Construction Loan retired, then the remainder shall: first be paid to the Developer in payment of the Development Fee; second be paid to the General Partner as a reduction of the General Partner's Capital Contribution; and any remaining Capital Contribution proceeds shall be paid to the General Partner as a Partnership oversight fee. Notwithstanding the foregoing, the Developer Fee will be paid out in the following manner: (a) half (50%) of the cash development fee, not including any deferred developer fees, at the time of the payment referenced in Section 7.2(a) of the Partnership; and (b) the remainder of the cash development fee, not including any deferred developer fees, at the time of the payment referenced in Section 7.2(b) of the Partnership. (c) The Partnership shall pay to the Management Agent a property management fee for the leasing and management of the Apartment Housing in an amount in accordance with the Management Agreement. The term of the Management Agreement shall not exceed 1 one year, and the execution or renewal of any Management Agreement shall be subject to veto by the Special Limited Partner. (1) The General Partner shall, upon receiving any request of the Mortgage lender requesting such action, dismiss the Management Agent as the entity responsible for management of the Apartment Housing under the terms of the Management Agreement; or, the General Partner shall dismiss the Management Agent at the request of the Special Limited Partner. (2) The appointment of any successor Management Agent is subject to the prior Consent of the Special Limited Partner, which may only be sought after . If the Management Agent is an Affiliate of the General Partner then commencing with the termination of the Operating Deficit Guarantee Period, in any year in which the Apartment Housing has provided an Operating Deficit, 40% of the Special Limited Partner with accurate and complete disclosure respecting the proposed management fee will be deferred ("Deferred Management Agent. (d) Subject to any applicable distribution restrictions imposed by HUDFee"). Deferred Management Fees, the Partnership if any, shall pay be paid to the Limited Partner an annual Asset Management Fee commencing Agent in 2008 in the amount of $7,500 and increasing by 3% annually for the Limited Partner's services in assisting accordance with the preparation of tax returns and the reports required in Section 14.2 and Section 14.311.1

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in the amount equal to the greater of (i) $1,104,320 or (ii) subject to the Special Limited Partner's reasonable determination that such higher amount may be included in the Eligible Basis of the Apartment Housing, 15% of the total development costs as stated in the cost certification provided by the Accountants and approved by the State Tax Credit Agency, pursuant to the Amended and Restated Development Fee Agreement entered into by and between the Developer and the Partnership on even date herewith; provided, however, that the Development Fee shall be reduced prior to the end of the first year of the Tax Credit Period, as necessary, to meet the 50% test for financing development costs from tax-exempt bond proceeds as described in Code Section 42(h)(4)(B), with the amount of such reduction to be determined by the Accountant and approved by the Special Limited Partner261,150. The Amended and Restated Development Fee Agreement provides, in part, that the Development Fee shall first be paid from available proceeds the funds, and priority, established in accordance with Section 9.2(b) of this Agreement and if not paid in full then the balance of the Development Fee will be paid to the extent permitted in accordance with Section 11.1 of this Agreement. (b) The Notwithstanding the preceding, the Partnership shall utilize retain the proceeds sum of $402,887 from the Capital Contributions paid pursuant to Section 7.2 7.2(b) and Section 7.5 of this Agreement to be used for supplemental development costs associated with the development and construction of the Apartment Housing including, but not limited to, land costs, Land Acquisition Fee, architectural fees, survey and engineering costs, financing costs, loan fees, building materials and labor, but the amount retained shall in no event be greater that the difference between the Construction Loan and Mortgage Loan. The Partnership shall pay the Development fee to the Developer prorata at the time of each Capital Contribution payment referenced in Section 7.2(b)(1)(A)-(D), Section 7.2(b)(2)(A)-(D) and Section 7.2(b)(3)(A)-(D), based on the formula $261,150 times the fraction of which the numerator equals the current Capital Contribution payment and the denominator equals $402,847. If any Capital Contribution proceeds funds are remaining after Completion of Construction and all acquisition, development and construction costs, excluding the Development Fee, costs are paid in full and the Construction Loan retiredfull, then the remainder shall: shall first be paid to the Developer General Partner in payment of an amount equal to any unpaid Development Fee and the Development Fee; second balance, if any shall: be paid to the General Partner as a reduction of the General Partner's Capital Contribution; and any remaining Capital Contribution proceeds shall be paid to and/or an incentive rent up fee, at the election of the General Partner as a Partnership oversight feePartner. (c) The Partnership shall pay to the Management Agent a property management fee for the leasing and management of the Apartment Housing Project in an amount in accordance with the Management Agreement. The term of the Management Agreement shall not exceed 1 yearthree years but shall automatically renew for successive one year periods if the Management Agent is not in default or is diligently proceeding to cure any default. If the Management Agent is an Affiliate of the General Partner then following the termination of the Operating Deficit Guarantee Period, and the execution or renewal of any Management Agreement shall provide that, if the Project has an Operating Deficit, then up to 40% of the management fee will be subject deferred ("Deferred Management Fee") based on the amount of he actual Operating Deficit. Deferred Management Fees, if any, shall be paid to veto the Management Agent solely in accordance with and to the extent permitted by the Special Limited PartnerSection 11.1 of this Agreement. (1) The General Partner shall, upon receiving any request of the Mortgage lender requesting such action, dismiss the Management Agent as the entity responsible for management of the Apartment Housing Project under the terms of the Management AgreementAgreement if the lender has the right to do so under the Mortgage documents; or, the General Partner shall dismiss the Management Agent at the request of the Special Limited Partner if the Management Agent: (A) did not improve a 15% or greater vacancy rate for three consecutive months unless the required reserves, taxes, insurance and operating expences are paid in full; or, (B) failed to timely or accurately provide the documents or reports required by this Agreement. In reference to this subparagraph B only, the Management Agent shall have 60 days to cure said default after receipt of written notice from the Special Limited Partner. (2) The appointment of any successor Management Agent is subject to the Consent of the Special Limited Partner, Partner which may only be sought after the General Partner has provided the Special Limited Partner with accurate and complete disclosure respecting the proposed Management Agent. (d) Subject to any applicable distribution restrictions imposed by HUD, the The Partnership shall pay to the Limited Partner an annual Asset Management Fee a fee (the "Reporting Fee") commencing in 2008 in the amount of 2000 equal to $7,500 and increasing by 3% 750 annually for the Limited Partner's services in monitoring the operations of the Partnership and for services in connection with the Partnership's accounting matters and assisting with the preparation of tax returns and the reports required in Section Sections 14.2 and 14.3 of this Agreement. The Reporting Fee shall be payable within seventy-five (75) days following each calendar year and shall be payable from Net Operating Income in the manner and priority set forth in Section 14.311.1 of this Agreement; provided, however, that if in any year Net Operating Income is insufficient to pay the full $750, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year in which there is sufficient Net Operating Income, as provided in Section 11.1, or sufficient Sale or Refinancing Proceeds, as provided in Section 11.2. (e) The Partnership shall pay to the General Partner an Incentive Management Fee equal to % of the available Net Operating Income in accordance with Section 11.1 of this Agreement for each fiscal year of the Partnership commencing in 2000 for services incident to the administration of the business and affairs of the Partnership, which services shall include, but not limited to, maintaining the books and records of the Partnership, selecting and supervising the Partnership's Accountants, bookkeepers and other Persons required to prepare and audit the Partnership's financial statements and tax returns, and preparing and disseminating reports on the status of the Project and the Partnership, all as required by Article XIV of this Agreement. The Incentive Management Fee shall be payable within seventy-five (75) days following each calendar year and shall be payable from Net Operating Income in the manner and priority set forth in Section 11.1. If the Incentive Management Fee is not paid in any year it shall not accrue for payment in subsequent years.

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in the amount equal to the greater of (i) $1,104,320 or (ii) subject to the Special Limited Partner's reasonable determination that such higher amount may be included 319,907 in the Eligible Basis of the Apartment Housing, 15% of the total development costs as stated in the cost certification provided by the Accountants and approved by the State Tax Credit Agency, pursuant to accordance with the Amended and Restated Development Fee Agreement entered into by and between the Developer and the Partnership on the even date herewith; provided, however, that the Development Fee shall be reduced prior to the end of the first year of the Tax Credit Period, as necessary, to meet the 50% test for financing development costs from tax-exempt bond proceeds as described in Code Section 42(h)(4)(B), with the amount of such reduction to be determined by the Accountant and approved by the Special Limited Partnerhereof. The Amended and Restated Development Fee Agreement provides, in part, that the Development Fee shall first be paid from available proceeds in accordance with Section 9.2(b) of this Agreement and if not paid in full then the balance of the Development Fee will be paid in accordance with Section 11.1 of this Agreement. (b) The Partnership shall utilize the proceeds from the Capital Contributions paid pursuant to Section 7.2 and Section 7.5 of this Agreement for development costs associated with the development and construction of the Apartment Housing including, but not limited to, land costs, Land Acquisition Fee, architectural fees, survey and engineering costs, financing costs, loan fees, Syndication Fee, building materials and labor. If any Capital Contribution proceeds are remaining after Completion of Construction and all acquisition, development and construction costs, excluding the Development Fee, are paid in full and the Construction Loan retired, then the remainder shall: first be paid to the Developer in payment of the Development Fee; second be paid to the General Partner as a reduction of the General Partner's Capital Contribution; and any remaining Capital Contribution proceeds shall be paid to the General Partner as a Partnership oversight fee. (c) The Partnership shall pay to the Management Agent a property management fee for the leasing and management of the Apartment Housing in an amount in accordance with the Management Agreement. The term of the Management Agreement shall not exceed 1 one year, and the execution or renewal of any Management Agreement shall be subject to veto by the Special Limited Partner. (1) The General Partner shall, upon receiving any request of the Mortgage lender requesting such action, dismiss the Management Agent as the entity responsible for management of the Apartment Housing under the terms of the Management Agreement; or, the General Partner shall dismiss the Management Agent at the request of the Special Limited Partner. (2) The appointment of any successor Management Agent is subject to the prior Consent of the Special Limited Partner, which may only be sought after . If the Management Agent is an Affiliate of the General Partner then commencing with the termination of the Operating Deficit Guarantee Period, in any year in which the Apartment Housing has provided an Operating Deficit, 40% of the Special Limited Partner with accurate and complete disclosure respecting the proposed management fee will be deferred ("Deferred Management Agent. (d) Subject to any applicable distribution restrictions imposed by HUDFee"). Deferred Management Fees, the Partnership if any, shall pay be paid to the Limited Partner an annual Asset Management Fee commencing Agent in 2008 in the amount of $7,500 and increasing by 3% annually for the Limited Partner's services in assisting accordance with the preparation of tax returns and the reports required in Section 14.2 and Section 14.311.1

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in the amount equal to of $513,418 in accordance with the greater of (i) $1,104,320 or (ii) subject to the Special Limited Partner's reasonable determination that such higher amount may be included in the Eligible Basis of the Apartment Housing, 15% of the total development costs as stated in the cost certification provided by the Accountants and approved by the State Tax Credit Agency, pursuant to the Amended and Restated Development Fee Agreement entered into by and between the Developer and the Partnership on the even date herewith; provided, however, that the Development Fee shall be reduced prior to the end of the first year of the Tax Credit Period, as necessary, to meet the 50% test for financing development costs from tax-exempt bond proceeds as described in Code Section 42(h)(4)(B), with the amount of such reduction to be determined by the Accountant and approved by the Special Limited Partnerhereof. The Amended and Restated Development Fee Agreement provides, in part, that the Development Fee shall first be paid from available proceeds in accordance with Section 9.2(b) of this Agreement and if not paid in full then the balance of the Development Fee will be paid in accordance with Section 11.1 of this Agreement. (b) The Partnership shall utilize the proceeds from the Capital Contributions paid pursuant to Section 7.2 and Section 7.5 of this Agreement for development costs associated with the development and construction of the Apartment Housing including, but not limited to, land costs, architectural fees, Land Acquisition Fee, architectural feesSyndication Fee, survey and engineering costs, financing costs, loan fees, building materials materials, labor and labor$256,709 of the Development Fee to be paid $128,355 at the time of the Limited Partner's first Capital Contribution payment referenced in 7.2(a) of this Agreement; and $128,354 at 50% Completion of Construction as evidenced by the architect's certification, provided if construction overruns are greater than 50% of the contingency amount referenced in the construction budget then the second Development Fee payment will be reduced (and deferred) in an amount equal to $1.00 for each dollar the construction overrun is greater than 50% of the contingency amount. The construction budget and contingency amount are specified in the Construction and Operating Budget Agreement to be entered into between the Partners. (c) If any Capital Contribution proceeds are remaining after Completion of Construction and all acquisition, development and construction costs, excluding including the above referenced Development Fee, are paid in full and the Construction Loan retired, then the remainder shall: first be paid to the Developer in payment of the Development Fee; second be paid to the General Partner as a reduction of the General Partner's Capital Contribution; and any remaining Capital Contribution proceeds shall be paid to the General Partner as a Partnership oversight fee. (cd) The Partnership shall pay to the Management Agent a property management fee for the leasing and management of the Apartment Housing Project in an amount in accordance with the Management Agreement. The term of the Management Agreement shall not exceed 1 one year, and the execution or renewal of any Management Agreement shall be subject to veto by the prior Consent of the Special Limited Partner. (1) The General Partner shall, upon receiving any request of the Mortgage lender requesting such action, dismiss the Management Agent as the entity responsible for management of the Apartment Housing Project under the terms of the Management Agreement; or, the General Partner partner shall dismiss the Management Agent at the request of the Special Limited Partner. (2) The appointment of any successor Management Agent is subject to the Consent of the Special Limited Partner, Partner which may only be sought after the General Partner has provided the Special Limited Partner with accurate and complete disclosure respecting the proposed Management Agent. (de) Subject to any applicable distribution restrictions imposed by HUD, the The Partnership shall pay to the Limited Partner an annual Asset Management Fee a fee (the "Reporting Fee") commencing in 2008 in the amount of 2002 equal to $7,500 and increasing by 3% annually 1,000 for the Limited Partner's services in monitoring the operations of the Partnership and for services in connection with the Partnership's accounting matters and assisting with the preparation of tax returns and the reports required in Section Sections 14.2 and 14.3 of this Agreement. The Reporting Fee shall be payable within seventy-five (75) days following each calendar year and shall be payable from Net Operating Income in the manner and priority set forth in Section 14.311.1 of this Agreement; provided, however, that if in any year Net Operating Income is insufficient to pay the full $1,000, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year in which there is sufficient Net Operating Income, as provided in Section 11.1, or sufficient Sale or Refinancing Proceeds, as provided in Section 11.2. (f) The Partnership shall pay to the Managing General Partner an Incentive Management Fee equal to 35% of the Net Operating Income for each fiscal year of the Partnership commencing in 2002 for services incident to the administration of the business and affairs of the Partnership, which services shall include, but not limited to, maintaining the books and records of the Partnership, selecting and supervising the Partnership's Accountants, bookkeepers and other Persons required to prepare and audit the Partnership's financial statements and tax returns, and preparing and disseminating reports on the status of the Project and the Partnership, all as required by Article XIV of this Agreement. The Partners acknowledge that the Incentive Management Fee is being paid as an inducement to the Managing General Partner to operate the Partnership efficiently, to maximize occupancy and to increase the Net Operating Income. The Incentive Management Fee shall be payable within seventy-five (75) days following each calendar year and shall be payable from Net Operating Income in the manner and priority set forth in Section 11.1. If the Incentive Management Fee is not paid in any year it shall not accrue for payment in subsequent years. (g) The Partnership shall pay to the Managing General Partner through the Compliance Period an annual Tax Credit Compliance Fee equal to 35% of the Net Operating Income commencing in 2002 for the services of the Managing General Partner in ensuring compliance by the Partnership and the Apartment Housing with all Tax Credit rules and regulations. The Tax Credit Compliance Fee shall be payable from Net Operating Income in the manner and priority set forth in Section 11.1 of this Agreement upon completion and delivery of the annual audit pursuant to Section 14.2(a) of this Agreement. If the Tax Credit Compliance Fee is not paid in any year it shall not accrue for payment in subsequent years.

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in the amount equal to the greater of (i) $1,104,320 or (ii) subject to the Special Limited Partner's reasonable determination that such higher amount may be included 317,816 in the Eligible Basis of the Apartment Housing, 15% of the total development costs as stated in the cost certification provided by the Accountants and approved by the State Tax Credit Agency, pursuant to accordance with the Amended and Restated Development Fee Agreement entered into by and between the Developer and the Partnership on the even date herewith; provided, however, that the Development Fee shall be reduced prior to the end of the first year of the Tax Credit Period, as necessary, to meet the 50% test for financing development costs from tax-exempt bond proceeds as described in Code Section 42(h)(4)(B), with the amount of such reduction to be determined by the Accountant and approved by the Special Limited Partnerhereof. The Amended and Restated Development Fee Agreement provides, in part, that the Development Fee shall first be paid from available proceeds in accordance with Section 9.2(b) of this Agreement and if not paid in full then the balance of the Development Fee will be paid in accordance with Section 11.1 of this Agreement. (b) The Partnership shall utilize the proceeds from the Capital Contributions paid pursuant to Section 7.2 and Section 7.5 of this Agreement for development costs associated with the development and construction of the Apartment Housing including, but not limited to, land costs, Land Acquisition Fee, architectural fees, survey and engineering costs, financing costs, loan fees, Syndication Fee, building materials and labor. If any Capital Contribution proceeds are remaining after Completion of Construction and all acquisition, development and construction costs, excluding the Development Fee, are paid in full and the Construction Loan retiredfull, then the remainder shall: first be paid to the Developer in payment of the Development Fee; second be paid to the General Partner as a reduction of the General Partner's Capital Contribution; and any remaining Capital Contribution proceeds shall be paid to the General Partner as a Partnership oversight fee. (c) The Partnership shall pay to the Management Agent a property management fee for the leasing and management of the Apartment Housing in an amount in accordance with the Management Agreement. The term of the Management Agreement shall not exceed 1 one year, and the execution or renewal of any Management Agreement shall be subject to veto by the Special Limited Partner. (1) The General Partner shall, upon receiving any request of the Mortgage lender requesting such action, dismiss the Management Agent as the entity responsible for management of the Apartment Housing under the terms of the Management Agreement; or, the General Partner shall dismiss the Management Agent at the request of the Special Limited Partner. (2) The appointment of any successor Management Agent is subject to the prior Consent of the Special Limited Partner, which may only be sought after . If the Management Agent is an Affiliate of the General Partner then commencing with the termination of the Operating Deficit Guarantee Period, in any year in which the Apartment Housing has provided an Operating Deficit, 40% of the Special Limited Partner with accurate and complete disclosure respecting the proposed management fee will be deferred ("Deferred Management Agent. (d) Subject to any applicable distribution restrictions imposed by HUDFee"). Deferred Management Fees, the Partnership if any, shall pay be paid to the Limited Partner an annual Asset Management Fee commencing Agent in 2008 in the amount of $7,500 and increasing by 3% annually for the Limited Partner's services in assisting accordance with the preparation of tax returns and the reports required in Section 14.2 and Section 14.311.1

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in the amount equal to the greater of (i) $1,104,320 or (ii) subject to the Special Limited Partner's reasonable determination that such higher amount may be included in the Eligible Basis of the Apartment Housing, 15% of the total development costs as stated in the cost certification provided by the Accountants and approved by the State Tax Credit Agency, pursuant to the Amended and Restated Development Fee Agreement entered into by and between the Developer and the Partnership on even date herewith; provided, however, that the Development Fee shall be reduced prior to the end of the first year of the Tax Credit Period, as necessary, to meet the 50% test for financing development costs from tax-exempt bond proceeds as described in Code Section 42(h)(4)(B), with the amount of such reduction to be determined by the Accountant and approved by the Special Limited Partner1,350,000. The Amended and Restated Development Fee Agreement provides, in part, that the Development Fee shall first be paid from available proceeds in accordance with Section 9.2(b) of this Agreement and if not paid in full then the balance of the Development Fee will be paid to the extent permitted in accordance with Section 11.1 of this Agreement. (b) The Partnership shall utilize the proceeds from the Capital Contributions paid pursuant to Section 7.2 and Section 7.5 of this Agreement for development costs associated with the development and construction of the Apartment Housing including, but not limited to, land costs, Land Acquisition Fee, architectural fees, survey and engineering costs, financing costs, loan fees, building materials materials, labor and labor$700,000 of the Development Fee to be paid $350,000 at the time of the Limited Partner's first Capital Contribution payment referenced in Exhibit "A" of the Escrow Agreement; and $350,000 at 50% completion of construction as evidenced by the architect's certification, provided, if construction overruns are greater than 50% of the contingency amount referenced in the construction budget then the second Development Fee payment will be reduced (and deferred) in an amount equal to $1.00 for each dollar the construction overrun is greater than 50% of the contingency amount. The construction budget and contingency amount are specified in the Construction and Operating Budget Agreement to be entered into between the Parties. If any Capital Contribution proceeds are remaining after Completion of Construction and all acquisition, development and construction costs, excluding including the above referenced Development Fee, are paid in full and the Construction Loan retired, then the remainder shall: first be paid to the Developer in payment of the Development Fee; second be paid to the E:\WNC\Mansur3.doc General Partner as a reduction of the General Partner's Capital Contribution; and any remaining Capital Contribution proceeds shall be paid to the General Partner as a Partnership oversight fee. (c) The Partnership shall pay to the Management Agent a property management fee for the leasing and management of the Apartment Housing Project in an amount in accordance with the Management Agreement. The term of the Management Agreement shall not exceed 1 one year, and the execution or renewal of any Management Agreement shall be subject to veto by the prior Consent of the Special Limited Partner. (1) The General Partner shall, upon receiving any request of the Mortgage lender requesting such action, dismiss the Management Agent as the entity responsible for management of the Apartment Housing Project under the terms of the Management Agreement; or, the General Partner shall dismiss the Management Agent at the request of the Special Limited Partner. (2) The appointment of any successor Management Agent is subject to the Consent of the Special Limited Partner, Partner which may only be sought after the General Partner has provided the Special Limited Partner with accurate and complete disclosure respecting the proposed Management Agent. (d) Subject to any applicable distribution restrictions imposed by HUD, the The Partnership shall pay to the Limited Partner an annual Asset Management Fee a fee (the "Reporting Fee") commencing in 2008 in the amount of 1999 equal to $7,500 and increasing by 3% annually 5,000 for the Limited Partner's services in monitoring the operations of the Partnership and for services in connection with the Partnership's accounting matters and assisting with the preparation of tax returns and the reports required in Section Sections 14.2 and 14.3 of this Agreement. The Reporting Fee shall be payable within seventy-five (75) days following each calendar year and shall be payable from Net Operating Income in the manner and priority set forth in Section 14.311.1 of this Agreement; provided, however, that if in any year Net Operating Income is insufficient to pay the full $5,000, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year in which there is sufficient Net Operating Income, as provided in Section 11.1, or sufficient Sale or Refinancing Proceeds, as provided in Section 11.2. (e) The Partnership shall pay to the General Partner an Incentive Management Fee in accordance with Section 11.1 of this Agreement for each fiscal year of the Partnership commencing in 1999 for services incident to the administration of the business and affairs of the Partnership, which services shall include, but not limited to, maintaining the books and records of the Partnership, selecting and supervising the Partnership's Accountants, bookkeepers and other Persons required to prepare and audit the Partnership's financial statements and tax returns, and preparing and disseminating reports on the status of the Project and the Partnership, all as required by Article XIV of this Agreement. The Incentive Management Fee shall be payable within seventy-five (75) days following each E:\WNC\Mansur3.doc calendar year and shall be payable from Net Operating Income in the manner and priority set forth in Section 11.1. If the Incentive Management Fee is not paid in any year it shall not accrue for payment in subsequent years. (f) The Limited Partner will reimburse the General Partner in an amount not to exceed $89,269 for costs incurred by the General Partner for a market study, environmental study, engineering review, soils review, title verification, carryover consultation and any other due diligence expenses incurred by the General Partner and approved by the Limited Partner.

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in the amount equal to of $343,232 in accordance with the greater of (i) $1,104,320 or (ii) subject to the Special Limited Partner's reasonable determination that such higher amount may be included in the Eligible Basis of the Apartment Housing, 15% of the total development costs as stated in the cost certification provided by the Accountants and approved by the State Tax Credit Agency, pursuant to the Amended and Restated Development Fee Agreement entered into by and between the Developer and the Partnership on the even date herewith; provided, however, that the Development Fee shall be reduced prior to the end of the first year of the Tax Credit Period, as necessary, to meet the 50% test for financing development costs from tax-exempt bond proceeds as described in Code Section 42(h)(4)(B), with the amount of such reduction to be determined by the Accountant and approved by the Special Limited Partnerhereof. The Amended and Restated Development Fee Agreement provides, in part, that the Development Fee shall first be paid from available proceeds in accordance with Section 9.2(b) of this Agreement and if not paid in full then the balance of the Development Fee will be paid in accordance with Section 11.1 of this Agreement. (b) The Partnership shall utilize the proceeds from the Capital Contributions paid pursuant to Section 7.2 of this Agreement for costs associated with the development acquisition and construction rehabilitation of the Apartment Housing including, but not limited to, land costs, Land Acquisition Fee, architectural fees, survey and engineering costs, financing costs, loan fees, building materials and labor. If any Capital Contribution proceeds are remaining after Completion of Construction and all acquisition, development and construction costs, excluding the Development Fee, are paid in full and the Construction Loan retired, then the remainder shall: first be paid to the Developer in payment of the Development Fee; second be paid to the General Partner as a reduction of the General Partner's Capital Contribution; and any remaining Capital Contribution proceeds shall be paid to the General Partner as a Partnership oversight fee. (c) The Partnership shall pay to the Management Agent a property management fee for the leasing and management of the Apartment Housing in an amount in accordance with the Management Agreement. The term of the Management Agreement shall not exceed 1 yearthree years, and the execution or renewal of any Management Agreement shall be subject to veto by the Special Limited prior consent of RD. If the Management Agent is an Affiliate of the General Partner, and there is an Operating Deficit following the termination of the Operating Deficit Guarantee Period or the depletion of the maximum Operating Deficit amount pursuant to Section 6.3, whichever occurs first, then 40% of the management fee will be deferred ("Deferred Management Fee"). Deferred Management Fees, if any, shall be paid to the Management Agent in accordance with Section 11.1 of this Agreement. (1) The General Partner shall, upon receiving any request of the Mortgage lender requesting such action, dismiss the Management Agent as the entity responsible for management of the Apartment Housing under the terms of the Management Agreement; or, the General Partner shall dismiss the Management Agent at the request of the Special Limited Partner. (2) The appointment of any successor Management Agent is subject to the Consent of the Special Limited Partner, which may only be sought after the General Partner has provided the Special Limited Partner with accurate and complete disclosure respecting the proposed Management Agent. (d) Subject to any applicable distribution restrictions imposed by HUD, the The Partnership shall pay to the Limited Partner an annual Asset Management Fee commencing in 2008 in the amount 2009 of $7,500 and increasing by 3% annually 2,500 for the Limited Partner's services in assisting with the preparation of tax returns and the reports required in Section 14.2 and Section 14.314.3 of this Agreement. The annual Asset Management Fee of $2,500 shall be payable within seventy-five (75) days following each calendar year, and shall be payable from Net Operating Income in the manner and priority set forth in Section 11.1 of this Agreement; provided, however, that if in any year Net Operating Income is insufficient to pay the full $2,500, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year in which there is sufficient Net Operating Income, as provided in Section 11.1, or sufficient Sale or Refinancing Proceeds, as provided in Section 11.2. The General Partner shall ensure that any accrued Asset Management Fee will be reflected in the annual audited financial statement. (e) The Partnership shall pay to the General Partner through the Compliance Period an annual Incentive Management Fee equal to 40% of Net Operating Income in 2009 for overseeing the marketing, lease-up and continued occupancy of the Partnership's apartment units, obtaining and monitoring the Mortgage Loan, maintaining the books and records of the Partnership, selecting and supervising the Partnership's Accountants, bookkeepers and other Persons required to prepare and audit the Partnership's financial statements and tax returns, and preparing and disseminating reports on the status of the Apartment Housing and the Partnership, all as required by Article XIV of this Agreement. The Partners acknowledge that the Incentive Management Fee is being paid as an inducement to the General Partner to operate the Partnership efficiently, to maximize occupancy and to increase the Net Operating Income. The Incentive Management Fee shall be payable from Net Operating Income in the manner and priority set forth in Section 11.1 of this Agreement upon completion and delivery of the annual audit pursuant to Section 14.2(a) of this Agreement. If the Incentive Management Fee is not paid in any year it shall not accrue for payment in subsequent years. (f) The Partnership shall pay to the General Partner through the Compliance Period an annual Tax Credit Compliance Fee equal to 40% of Net Operating Income in 2009 for the services of the General Partner in ensuring compliance by the Partnership and the Apartment Housing with all Tax Credit rules and regulations. The Tax Credit Compliance Fee shall be payable from Net Operating Income in the manner and priority set forth in Section 11.1 of this Agreement upon completion and delivery of the annual audit pursuant to Section 14.2(a) of this Agreement. If the Tax Credit Compliance Fee is not paid in any year it shall not accrue for payment in subsequent years.

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in the amount equal to the greater of (i) $1,104,320 or (ii) subject to the Special Limited Partner's reasonable determination that such higher amount may be included in the Eligible Basis of the Apartment Housing, 15% of the total development costs as stated in the cost certification provided by the Accountants and approved by the State Tax Credit Agency, pursuant to the Amended and Restated Development Fee Agreement entered into by and between the Developer and the Partnership on even date herewith; provided, however, that the Development Fee shall be reduced prior to the end of the first year of the Tax Credit Period, as necessary, to meet the 50% test for financing development costs from tax-exempt bond proceeds as described in Code Section 42(h)(4)(B), with the amount of such reduction to be determined by the Accountant and approved by the Special Limited Partner300,700. The Amended and Restated Development Fee Agreement provides, in part, that the Development Fee shall first be paid from available proceeds in accordance with Section 9.2(b) of this Agreement and if not paid in full then the balance of the Development Fee will be paid to the extent permitted in accordance with Section 11.1 of this Agreement. (b) The Partnership shall utilize the proceeds from the Capital Contributions paid pursuant to Section 7.2 7.2(b) and Section 7.5 of this Agreement for development costs associated with the development and construction of the Apartment Housing including, but not limited to, land costs, Land Acquisition Fee, architectural fees, survey and engineering costs, financing costs, loan fees, building materials and labor. If any Capital Contribution proceeds are remaining after Completion of Construction and all acquisition, development and construction costs, excluding the Development Fee, are paid in full and the Construction Loan retired, then the remainder shall: first be paid to the Developer in payment of the Development Fee; second be paid to the General Partner as a reduction of the General Partner's Capital Contribution; and any remaining Capital Contribution proceeds shall be paid to the General Partner as a Partnership oversight fee. (c) The Partnership shall pay to the Management Agent a property management fee for the leasing and management of the Apartment Housing Project in an amount in accordance with the Management Agreement. The term of the Management Agreement shall not exceed 1 one year, and the execution or renewal of any Management Agreement shall be subject to veto by the Special Limited Partner. (1) The General Partner shall, upon receiving any request of the Mortgage lender requesting such action, dismiss the Management Agent as the entity responsible for management of the Apartment Housing under the terms of the Management Agreement; or, the General Partner shall dismiss the Management Agent at the request of the Special Limited Partner. (2) The appointment of any successor Management Agent is subject to the prior Consent of the Special Limited Partner, which may only be sought after . If the Management Agent is an Affiliate of the General Partner then commencing with the termination of the Operating Deficit Guarantee Period, in any year in which the Project has provided an Operating Deficit, 40% of the Special Limited Partner with accurate and complete disclosure respecting the proposed management fee will be deferred ("Deferred Management Agent. (d) Subject to any applicable distribution restrictions imposed by HUDFee"). Deferred Management Fees, the Partnership if any, shall pay be paid to the Limited Partner an annual Asset Management Fee commencing Agent in 2008 in the amount of $7,500 and increasing by 3% annually for the Limited Partner's services in assisting accordance with the preparation of tax returns and the reports required in Section 14.2 and Section 14.311.1

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in the amount equal to of $167,153 in accordance with the greater of (i) $1,104,320 or (ii) subject to the Special Limited Partner's reasonable determination that such higher amount may be included in the Eligible Basis of the Apartment Housing, 15% of the total development costs as stated in the cost certification provided by the Accountants and approved by the State Tax Credit Agency, pursuant to the Amended and Restated Development Fee Agreement entered into by and between the Developer and the Partnership on the even date herewith; provided, however, that the Development Fee shall be reduced prior to the end of the first year of the Tax Credit Period, as necessary, to meet the 50% test for financing development costs from tax-exempt bond proceeds as described in Code Section 42(h)(4)(B), with the amount of such reduction to be determined by the Accountant and approved by the Special Limited Partnerhereof. The Amended and Restated Development Fee Agreement provides, in part, that the Development Fee shall first be paid from available proceeds in accordance with Section 9.2(b) of this Agreement and if not paid in full then the balance of the Development Fee will be paid in accordance with Section 11.1 of this Agreement. (b) The Partnership shall utilize the proceeds from the Capital Contributions paid pursuant to Section 7.2 and Section 7.5 of this Agreement for development costs associated with the development and construction of the Apartment Housing including, but not limited to, land costs, Land Acquisition Fee, architectural fees, survey and engineering costs, financing costs, loan fees, Syndication Fee, building materials and labor. If any Capital Contribution proceeds are remaining after Completion of Construction and all acquisition, development and construction costs, excluding the Development Fee, are paid in full and the Construction Loan retiredfull, then the remainder shall: first be paid to the Developer in payment of the Development Fee; second be paid to the General Partner as a reduction of the General Partner's Capital Contribution; and any remaining Capital Contribution proceeds shall be paid to the General Partner as a Partnership oversight fee. (c) The Partnership shall pay to the Management Agent a property management fee for the leasing and management of the Apartment Housing in an amount in accordance with the Management Agreement. The term of the Management Agreement shall not exceed 1 one year, and the execution or renewal of any Management Agreement shall be subject to veto by the prior Consent of the Special Limited Partner. If the Management Agent is an Affiliate of the General Partner then commencing with the termination of the Operating Deficit Guarantee Period, in any year in which the Apartment Housing has an Operating Deficit, 40% of the management fee will be deferred ("Deferred Management Fee"). Deferred Management Fees, if any, shall be paid to the Management Agent in accordance with Section 11.1 of this Agreement. (1) The General Partner shall, upon receiving any request of the Mortgage lender requesting such action, dismiss the Management Agent as the entity responsible for management of the Apartment Housing under the terms of the Management Agreement; or, the General Partner shall dismiss the Management Agent at the request of the Special Limited Partner. (2) The appointment of any successor Management Agent is subject to the Consent of the Special Limited Partner, which may only be sought after the General Partner has provided the Special Limited Partner with accurate and complete disclosure respecting the proposed Management Agent. (d) Subject to any applicable distribution restrictions imposed by HUD, the The Partnership shall pay to the Limited Partner an annual Asset Management a Reporting Fee commencing in 2008 in 2001 equal to $750 of the amount of $7,500 and increasing by 3% annually Net Operating for the Limited Partner's services in assisting with the preparation of tax returns and the reports required in Section Sections 14.2 and 14.3 of this Agreement. The Reporting Fee shall be payable within seventy-five (75) days following each calendar year and shall be payable from Net Operating Income in the manner and priority set forth in Section 14.311.1 of this Agreement; provided, however, that if in any year Net Operating Income is insufficient to pay the full $750, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year in which there is sufficient Net Operating Income, as provided in Section 11.1, or sufficient Sale or Refinancing Proceeds, as provided in Section 11.2. (e) The Partnership shall pay to the General Partner through the Compliance Period an annual Incentive Management Fee equal to 35% of available cash flow but not to exceed $7,500, commencing in 2001 for overseeing the marketing, lease-up and continued occupancy of the Partnership's apartment units, obtaining and monitoring the Mortgage Loan, maintaining the books and records of the Partnership, selecting and supervising the Partnership's Accountants, bookkeepers and other Persons required to prepare and audit the Partnership's financial statements and tax returns, and preparing and disseminating reports on the status of the Apartment Housing and the Partnership, all as required by Article XIV of this Agreement. The Partners acknowledge that the Incentive Management Fee is being paid as an inducement to the General Partner to operate the Partnership efficiently, to maximize occupancy and to increase the Net Operating Income. The Incentive Management Fee shall be payable from Net Operating Income in the manner and priority set forth in Section 11.1 of this Agreement upon completion and delivery of the annual audit pursuant to Section 14.2(a) of this Agreement. If the Incentive Management Fee is not paid in any year it shall not accrue for payment in subsequent years. (f) The Partnership shall pay to the General Partner through the Compliance Period an annual Tax Credit Compliance Fee equal to 35% of available cash flow but not to exceed $7,500, commencing in 2001 for the services of the General Partner in ensuring compliance by the Partnership and the Apartment Housing with all Tax Credit rules and regulations. The Tax Credit Compliance Fee shall be payable from Net Operating Income in the manner and priority set forth in Section 11.1 of this Agreement upon completion and delivery of the annual audit pursuant to Section 14.2(a) of this Agreement. If the Tax Credit Compliance Fee is not paid in any year it shall not accrue for payment in subsequent years.

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in the amount equal to the greater of (i) $1,104,320 or (ii) subject to the Special Limited Partner's reasonable determination that such higher amount may be included in the Eligible Basis of the Apartment Housing, 15% of the total development costs as stated in the cost certification provided by the Accountants and approved by the State Tax Credit Agency, pursuant to the Amended and Restated Development Fee Agreement entered into by and between the Developer and the Partnership on even date herewith; provided, however, that the Development Fee shall be reduced prior to the end of the first year of the Tax Credit Period, as necessary, to meet the 50% test for financing development costs from tax-exempt bond proceeds as described in Code Section 42(h)(4)(B), with the amount of such reduction to be determined by the Accountant and approved by the Special Limited Partner266,884. The Amended and Restated Development Fee Agreement provides, in part, that the Development Fee shall first be paid from available proceeds in accordance with Section 9.2(b) of this Agreement and if not paid in full then the balance of the Development Fee will be paid to the extent permitted in accordance with Section 11.1 of this Agreement. (b) The Partnership shall utilize the proceeds from the payments and Capital Contributions paid pursuant to Section 7.2 7.2(b) and Section 7.5 of this Agreement for development costs associated with the development and construction of the Apartment Housing including, but not limited to, land costs, Land Acquisition Fee, architectural fees, survey and engineering costs, financing costs, loan fees, building materials and labor. If any Capital Contribution proceeds are remaining after Completion of Construction and all acquisition, development and construction costs, excluding the Development Fee, are paid in full and the Construction Loan retired, then the remainder shall: first be paid to the Developer in payment of the Development Fee; second be paid to the General Partner as a reduction of the General Partner's Capital Contribution; and any remaining Capital Contribution proceeds shall be paid to the General Partner as a Partnership oversight fee. (c) The Partnership shall pay to the Management Agent a property management fee for the leasing and management of the Apartment Housing Project in an amount in accordance with the Management Agreement. The term of the Management Agreement shall not exceed 1 year, and the execution or renewal of any Management Agreement shall be subject to veto by the Special Limited Partner. (1) The General Partner shall, upon receiving any request of the Mortgage lender requesting such action, dismiss three years. If the Management Agent as the entity responsible for management is an Affiliate of the Apartment Housing under the terms of the Management Agreement; or, the General Partner then commencing with the termination of the Operating Deficit Guarantee Period, in any year in which the Project has an Operating Deficit, 40% of the management fee will be deferred ("Deferred Management Fee"). Deferred Management Fees, if any, shall dismiss be paid to the Management Agent at the request of the Special Limited Partner. (2) The appointment of any successor Management Agent is subject to the Consent of the Special Limited Partner, which may only be sought after the General Partner has provided the Special Limited Partner in accordance with accurate and complete disclosure respecting the proposed Management Agent. (d) Subject to any applicable distribution restrictions imposed by HUD, the Partnership shall pay to the Limited Partner an annual Asset Management Fee commencing in 2008 in the amount of $7,500 and increasing by 3% annually for the Limited Partner's services in assisting with the preparation of tax returns and the reports required in Section 14.2 and Section 14.311.1

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in the amount equal to of $456,339, comprising $112,283 for Kingsfield Apartments, $244,115 for Xxxxxx Family Apartments, and $99,941 for Westridge Apartments, in accordance with the greater of (i) $1,104,320 or (ii) subject to the Special Limited Partner's reasonable determination that such higher amount may be included in the Eligible Basis of the Apartment Housing, 15% of the total development costs as stated in the cost certification provided by the Accountants and approved by the State Tax Credit Agency, pursuant to the Amended and Restated Development Fee Agreement entered into by and between the Developer and the Partnership on even date herewith; provided, however, that the Development Fee shall be reduced prior to the end of the first year of the Tax Credit Period, as necessary, to meet the 50% test for financing development costs from tax-exempt bond proceeds as described in Code Section 42(h)(4)(B), with the amount of such reduction to be determined by the Accountant and approved by the Special Limited Partnerhereof. The Amended and Restated Development Fee Agreement provides, in part, that the Development Fee shall first be paid from available proceeds in accordance with Section 9.2(b) of this Agreement and if not paid in full then the balance of the Development Fee will be paid in accordance with Section 11.1 of this Agreement. (b) The Partnership shall utilize the proceeds from the Capital Contributions paid pursuant to Sections 7.2, 7.3, 7.4 and Section 7.2 7.7 of this Agreement for costs associated with the development and construction of the Apartment Housing including, but not limited to, land costs, Land Acquisition Fee, architectural fees, survey and engineering costs, financing costs, loan fees, Syndication Fee, building materials and labor. If any Capital Contribution proceeds are remaining after Completion of Construction of the Apartment Housing and all acquisition, development and construction costs, excluding the Development Fee, are paid in full and the Construction Loan retired, then the remainder shall: first first, be paid to the Developer in payment of the Development Fee; second second, be paid to the General Partner as a reduction of the General Partner's Capital Contribution; and third, any remaining Capital Contribution proceeds shall be paid to the General Partner as a Partnership oversight fee. (c) The Partnership shall pay to the Management Agent a property management fee fees for the leasing and management of the Apartment Housing in an amount in accordance with the Management Agreement. The term of the Management Agreement shall not exceed 1 one year, and the execution or renewal of any Management Agreement shall be subject to veto by the Special Limited Partner. (1) The General Partner shall, upon receiving any request of the Mortgage lender requesting such action, dismiss the Management Agent as the entity responsible for management of the Apartment Housing under the terms of the Management Agreement; or, the General Partner shall dismiss the Management Agent at the request of the Special Limited Partner. (2) The appointment of any successor Management Agent is subject to the prior Consent of the Special Limited Partner, which may only be sought after . If the Management Agent is an Affiliate of the General Partner has provided and there is an Operating Deficit following the Special Limited Partner with accurate and complete disclosure respecting termination of the proposed Operating Deficit Guarantee Period or depletion of the maximum Operating Deficit amount pursuant ot Section 8.4, whichever occurs first, then 40% of the management fee will be deferred ("Deferred Management Agent. (d) Subject to any applicable distribution restrictions imposed by HUDFee"). Deferred Management Fees, the Partnership if any, shall pay be paid to the Limited Partner an annual Asset Management Fee commencing Agent in 2008 in the amount of $7,500 and increasing by 3% annually for the Limited Partner's services in assisting accordance with the preparation of tax returns and the reports required in Section 14.2 and Section 14.311.1

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in the amount equal to the greater of (i) $1,104,320 or (ii) subject to the Special Limited Partner's reasonable determination that such higher amount may be included in the Eligible Basis of the Apartment Housing, 15% of the total development costs as stated in the cost certification provided by the Accountants and approved by the State Tax Credit Agency, 291,329 pursuant to the Amended and Restated Development Fee Agreement entered into by and between the Developer and the Partnership on even date herewith; provided, however, that the Development Fee shall be reduced prior to the end of the first year of the Tax Credit Period, as necessary, to meet the 50% test for financing development costs from tax-exempt bond proceeds as described in Code Section 42(h)(4)(B), with the amount of such reduction to be determined by the Accountant and approved by the Special Limited Partner. The Amended and Restated Development Fee Agreement provides, in part, that the Development Fee shall first be paid from available proceeds in accordance with Section 9.2(b) of this Agreement and and, if not paid in full full, then the balance of the Development Fee will be paid in accordance with Section 11.1 of this Agreement. (b) The Partnership shall utilize the proceeds from the Capital Contributions paid pursuant to Section 7.2 of this Agreement for costs associated with the development and construction of the Apartment Housing including, but not limited to, land costs, Land Acquisition Fee, architectural fees, survey and engineering costs, financing costs, loan fees, building materials and labor. If any Capital Contribution proceeds are remaining after Completion of Construction and all acquisition, development and construction costs, excluding the Development Fee, are paid in full and the Construction Loan retired, then the remainder shall: first be paid to the Developer in payment of the Development Fee; second be paid to the General Partner as a reduction of the General Partner's Capital Contribution; and any remaining Capital Contribution proceeds shall be paid to the General Partner as a Partnership oversight fee. (c) The Partnership shall pay to the Management Agent a property management fee for the leasing and management of the Apartment Housing in an amount in accordance with the Management Agreement. The term of the Management Agreement shall not exceed 1 one year, and the termination, execution or renewal of any Management Agreement shall be subject to veto by the Special Limited Partner. (1) The General Partner shall, upon receiving any request of the Mortgage lender requesting such action, dismiss the Management Agent as the entity responsible for management of the Apartment Housing under the terms of the Management Agreement; or, the General Partner shall dismiss the Management Agent at the request of the Special Limited Partner. (2) The appointment of any successor Management Agent is subject to the prior Consent of the Special Limited Partner, which may only be sought after . If the Management Agent is an Affiliate of the General Partner has provided and there is an Operating Deficit following the Special Limited Partner with accurate and complete disclosure respecting termination of the proposed Operating Deficit Guarantee Period or the depletion of the maximum Operating Deficit amount pursuant to Section 6.3, whichever occurs first, then 40% of the management fee will be deferred ("Deferred Management Agent. (d) Subject to any applicable distribution restrictions imposed by HUDFees"). Deferred Management Fees, the Partnership if any, shall pay be paid to the Limited Partner an annual Asset Management Fee commencing Agent in 2008 in the amount of $7,500 and increasing by 3% annually for the Limited Partner's services in assisting accordance with the preparation of tax returns and the reports required in Section 14.2 and Section 14.311.1

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in the amount equal to the greater of (i) $1,104,320 or (ii) subject to the Special Limited Partner's reasonable determination that such higher amount may be included 159,544 in the Eligible Basis of the Apartment Housing, 15% of the total development costs as stated in the cost certification provided by the Accountants and approved by the State Tax Credit Agency, pursuant to accordance with the Amended and Restated Development Fee Turnkey Agreement entered into by and between the Developer and the Partnership on the even date herewith; provided, however, that the Development Fee shall be reduced prior to the end of the first year of the Tax Credit Period, as necessary, to meet the 50% test for financing development costs from tax-exempt bond proceeds as described in Code Section 42(h)(4)(B), with the amount of such reduction to be determined by the Accountant and approved by the Special Limited Partnerhereof. The Amended and Restated Development Fee Turnkey Agreement provides, in part, that the Development Fee shall first be paid from available proceeds in accordance with Section 9.2(b) of this Agreement and if not paid in full then the balance of the Development Fee will be paid in accordance with Section 11.1 of this Agreement. (b) The Partnership shall utilize the proceeds from the Capital Contributions paid pursuant to Section 7.2 and Section 7.5 of this Agreement for development costs associated with the development and construction of the Apartment Housing including, but not limited to, land costs, Land Acquisition Fee, architectural fees, survey and engineering costs, financing costs, loan fees, Syndication Fee, building materials and labor. If any Capital Contribution proceeds are remaining after Completion of Construction and all acquisition, development and construction costs, excluding the Development Fee, are paid in full and the Construction Loan retired, then the remainder shall: first be paid to the Developer in payment of the Development Fee; second be paid to the General Partner as a reduction of the General Partner's Capital Contribution; and any remaining Capital Contribution proceeds shall be paid to the General Partner as a Partnership oversight fee. (c) The Partnership shall pay to the Management Agent a property management fee for the leasing and management of the Apartment Housing in an amount in accordance with the Management Agreement. The term of the Management Agreement shall not exceed 1 one year, and the execution or renewal of any Management Agreement shall be subject to veto by the Special Limited Partner. (1) The General Partner shall, upon receiving any request of the Mortgage lender requesting such action, dismiss the Management Agent as the entity responsible for management of the Apartment Housing under the terms of the Management Agreement; or, the General Partner shall dismiss the Management Agent at the request of the Special Limited Partner. (2) The appointment of any successor Management Agent is subject to the prior Consent of the Special Limited Partner, which may only be sought after . If the Management Agent is an Affiliate of the General Partner then commencing with the termination of the Operating Deficit Guarantee Period, in any year in which the Apartment Housing has provided an Operating Deficit, 40% of the Special Limited Partner with accurate and complete disclosure respecting the proposed management fee will be deferred ("Deferred Management Agent. (d) Subject to any applicable distribution restrictions imposed by HUDFee"). Deferred Management Fees, the Partnership if any, shall pay be paid to the Limited Partner an annual Asset Management Fee commencing Agent in 2008 in the amount of $7,500 and increasing by 3% annually for the Limited Partner's services in assisting accordance with the preparation of tax returns and the reports required in Section 14.2 and Section 14.311.1

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in the amount equal to of $31,163 in accordance with the greater of (i) $1,104,320 or (ii) subject to the Special Limited Partner's reasonable determination that such higher amount may be included in the Eligible Basis of the Apartment Housing, 15% of the total development costs as stated in the cost certification provided by the Accountants and approved by the State Tax Credit Agency, pursuant to the Amended and Restated Development Fee Agreement entered into by and between the Developer and the Partnership on the even date herewith; provided, however, that the Development Fee shall be reduced prior to the end of the first year of the Tax Credit Period, as necessary, to meet the 50% test for financing development costs from tax-exempt bond proceeds as described in Code Section 42(h)(4)(B), with the amount of such reduction to be determined by the Accountant and approved by the Special Limited Partnerhereof. The Amended and Restated Development Fee Agreement provides, in part, that the Development Fee shall first be paid from available proceeds in accordance with Section 9.2(b) of this Agreement and if not paid in full then the balance of the Development Fee will be paid in accordance with Section 11.1 of this Agreement. (b) The Partnership shall utilize the proceeds from the Capital Contributions paid pursuant to Section 7.2 and Section 7.5 of this Agreement for development costs associated with the development and construction of the Apartment Housing including, but not limited to, land costs, Land Acquisition Fee, architectural fees, survey and engineering costs, financing costs, loan fees, Syndication Fee, building materials and labor. If any Capital Contribution proceeds are remaining after Completion of Construction and all acquisition, development and construction costs, excluding the Development Fee, are paid in full and the Construction Loan retired, then the remainder shall: first be paid to the Developer in payment of the Development Fee; second be paid to the General Partner as a reduction of the General Partner's Capital Contribution; and any remaining Capital Contribution proceeds shall be paid to the General Partner as a Partnership oversight fee. (c) The Partnership shall pay to the Management Agent a property management fee for the leasing and management of the Apartment Housing in an amount in accordance with the Management Agreement. The term of the Management Agreement shall not exceed 1 one year, and the execution or renewal of any Management Agreement shall be subject to veto by the Special Limited Partner. (1) The General Partner shall, upon receiving any request of the Mortgage lender requesting such action, dismiss the Management Agent as the entity responsible for management of the Apartment Housing under the terms of the Management Agreement; or, the General Partner shall dismiss the Management Agent at the request of the Special Limited Partner. (2) The appointment of any successor Management Agent is subject to the prior Consent of the Special Limited Partner, which may only be sought after . If the Management Agent is an Affiliate of the General Partner then commencing with the termination of the Operating Deficit Guarantee Period, in any year in which the Apartment Housing has provided an Operating Deficit, 40% of the Special Limited Partner with accurate and complete disclosure respecting the proposed management fee will be deferred ("Deferred Management Agent. (d) Subject to any applicable distribution restrictions imposed by HUDFee"). Deferred Management Fees, the Partnership if any, shall pay be paid to the Limited Partner an annual Asset Management Fee commencing Agent in 2008 in the amount of $7,500 and increasing by 3% annually for the Limited Partner's services in assisting accordance with the preparation of tax returns and the reports required in Section 14.2 and Section 14.311.1

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in the amount equal to the greater of (i) $1,104,320 or (ii) subject to the Special Limited Partner's reasonable determination that such higher amount may be included 228,344 in the Eligible Basis of the Apartment Housing, 15% of the total development costs as stated in the cost certification provided by the Accountants and approved by the State Tax Credit Agency, pursuant to accordance with the Amended and Restated Development Fee Agreement entered into by and between the Developer and the Partnership on the even date herewith; provided, however, that the Development Fee shall be reduced prior to the end of the first year of the Tax Credit Period, as necessary, to meet the 50% test for financing development costs from tax-exempt bond proceeds as described in Code Section 42(h)(4)(B), with the amount of such reduction to be determined by the Accountant and approved by the Special Limited Partnerhereof. The Amended and Restated Development Fee Agreement provides, in part, that the Development Fee shall first be paid from available proceeds in accordance with Section 9.2(b) of this Agreement and if not paid in full then the balance of the Development Fee will be paid in accordance with Section 11.1 of this Agreement. (b) The Partnership shall utilize the proceeds from the Capital Contributions paid pursuant to Section 7.2 and Section 7.5 of this Agreement for development costs associated with the development and construction of the Apartment Housing including, but not limited to, land costs, Land Acquisition Fee, architectural fees, survey and engineering costs, financing costs, loan fees, Syndication Fee, building materials and labor. If any Capital Contribution proceeds are remaining after Completion of Construction and all acquisition, development and construction costs, excluding the Development Fee, are paid in full and the Construction Loan retiredfull, then the remainder shall: first be paid to the Developer in payment of the Development Fee; second be paid to the General Partner as a reduction of the General Partner's Capital Contribution; and any remaining Capital Contribution proceeds shall be paid to the General Partner as a Partnership oversight fee. (c) The Partnership shall pay to the Management Agent a property management fee for the leasing and management of the Apartment Housing in an amount in accordance with the Management Agreement. The term of the Management Agreement shall not exceed 1 one year, and the execution or renewal of any Management Agreement shall be subject to veto by the Special Limited Partner. (1) The General Partner shall, upon receiving any request of the Mortgage lender requesting such action, dismiss the Management Agent as the entity responsible for management of the Apartment Housing under the terms of the Management Agreement; or, the General Partner shall dismiss the Management Agent at the request of the Special Limited Partner. (2) The appointment of any successor Management Agent is subject to the prior Consent of the Special Limited Partner, which may only be sought after . If the Management Agent is an Affiliate of the General Partner then commencing with the termination of the Operating Deficit Guarantee Period, in any year in which the Apartment Housing has provided an Operating Deficit, 40% of the Special Limited Partner with accurate and complete disclosure respecting the proposed management fee will be deferred ("Deferred Management Agent. (d) Subject to any applicable distribution restrictions imposed by HUDFee"). Deferred Management Fees, the Partnership if any, shall pay be paid to the Limited Partner an annual Asset Management Fee commencing Agent in 2008 in the amount of $7,500 and increasing by 3% annually for the Limited Partner's services in assisting accordance with the preparation of tax returns and the reports required in Section 14.2 and Section 14.311.1

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in the amount equal to of $200,000 in accordance with the greater of (i) $1,104,320 or (ii) subject to the Special Limited Partner's reasonable determination that such higher amount may be included in the Eligible Basis of the Apartment Housing, 15% of the total development costs as stated in the cost certification provided by the Accountants and approved by the State Tax Credit Agency, pursuant to the Amended and Restated Development Fee Agreement entered into by and between the Developer and the Partnership on the even date herewith; provided, however, that the Development Fee shall be reduced prior to the end of the first year of the Tax Credit Period, as necessary, to meet the 50% test for financing development costs from tax-exempt bond proceeds as described in Code Section 42(h)(4)(B), with the amount of such reduction to be determined by the Accountant and approved by the Special Limited Partnerhereof. The Amended and Restated Development Fee Agreement provides, in part, that the Development Fee shall first be paid from available proceeds in accordance with Section 9.2(b) of this Agreement and if not paid in full then the balance of the Development Fee will be paid in accordance with Section 11.1 of this Agreement. (b) The Partnership shall utilize the proceeds from the Capital Contributions paid pursuant to Section 7.2 and Section 7.5 of this Agreement for costs associated with the development and construction of the Apartment Housing renovation costs including, but not limited to, land costs, Land Acquisition Fee, acquisition cost of existing building, architectural fees, survey and engineering costs, financing costs, loan fees, Syndication Fee, building materials and labor. If any Capital Contribution proceeds are remaining after Completion of Construction and Renovation and all acquisition, development development, renovation and construction costs, excluding the Development Fee, are paid in full and the Construction Loan retired, then the remainder shall: first be paid to the Developer in payment of the Development Fee; second be paid to the General Partner as a reduction of the General Partner's Capital Contribution; and any remaining Capital Contribution proceeds shall be paid to the General Partner as a Partnership oversight fee. (c) The Partnership shall pay to the Management Agent a property management fee for the leasing and management of the Apartment Housing in an amount in accordance with the Management Agreement, subject to receiving prior written consent from HUD. The term of the Management Agreement shall not exceed 1 one year, and the execution or renewal of any Management Agreement shall be subject to veto by the prior Consent of the Special Limited PartnerPartner and HUD, if applicable. If the Management Agent is an Affiliate of the General Partner then commencing with the termination of the Operating Deficit Guarantee Period, in any year in which the Apartment Housing has an Operating Deficit, 40% of the management fee will be deferred ("Deferred Management Fee") Deferred Management Fees, if any, shall be paid to the Management Agent in accordance with Section 11.1 of this Agreement. (1) The General Partner shall, upon receiving any request of the Mortgage lender requesting such action, shall dismiss the Management Agent at the request of the Special Limited Partner as the entity responsible for management of the Apartment Housing under the terms of the Management Agreement; or, the General Partner shall dismiss the Management Agent at the request of the Special Limited Partner. (2) The appointment of any successor Management Agent is subject to the Consent of the Special Limited PartnerPartner and HUD, which may only be sought after the General Partner has provided the Special Limited Partner and HUD with accurate and complete disclosure respecting the proposed Management Agent. (d) Subject to any applicable distribution restrictions imposed by HUD, the The Partnership shall pay to the Limited Partner an annual Asset Management a Reporting Fee commencing in 2008 2002 equal to 15% of the Net Operating Income but in the amount of no event more than $7,500 and increasing by 3% annually 1,500 for the Limited Partner's services in assisting with the preparation of tax returns and the reports required in Section Sections 14.2 and 14.3 of this Agreement. The Reporting Fee shall be payable within seventy-five (75) days following each calendar year and shall be payable from Net Operating Income in the manner and priority set forth in Section 14.311.1 of this Agreement; provided, however, that if in any year Net Operating Income is insufficient to pay the lesser of 15% or the full $1,500, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year in which there is sufficient Net Operating Income, as provided in Section 11.1, or sufficient Sale or Refinancing Proceeds, as provided in Section 11.2. (e) The Partnership shall pay to the General Partner through the Compliance Period an annual Incentive Management Fee equal to 35% of net cash flow commencing in 2002 for overseeing the marketing, lease-up and continued occupancy of the Partnership's apartment units, obtaining and monitoring the Mortgage Loan, maintaining the books and records of the Partnership, selecting and supervising the Partnership's Accountants, bookkeepers and other Persons required to prepare and audit the Partnership's financial statements and tax returns, and preparing and disseminating reports on the status of the Apartment Housing and the Partnership, all as required by Article XIV of this Agreement. The Partners acknowledge that the Incentive Management Fee is being paid as an inducement to the General Partner to operate the Partnership efficiently, to maximize occupancy and to increase the Net Operating Income. The Incentive Management Fee shall be payable from Net Operating Income in the manner and priority set forth in Section 11.1 of this Agreement upon completion and delivery of the annual audit pursuant to Section 14.2(a) of this Agreement. If the Incentive Management Fee is not paid in any year it shall not accrue for payment in subsequent years. (f) The Partnership shall pay to the General Partner through the Compliance Period an annual Tax Credit Compliance Fee equal to 35% of net cash flow commencing in 2002 for the services of the General Partner in ensuring compliance by the Partnership and the Apartment Housing with all Tax Credit rules and regulations. The Tax Credit Compliance Fee shall be payable from Net Operating Income in the manner and priority set forth in Section 11.1 of this Agreement upon completion and delivery of the annual audit pursuant to Section 14.2(a) of this Agreement. If the Tax Credit Compliance Fee is not paid in any year it shall not accrue for payment in subsequent years.

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in the amount equal to of $172,195 in accordance with the greater of (i) $1,104,320 or (ii) subject to the Special Limited Partner's reasonable determination that such higher amount may be included in the Eligible Basis of the Apartment Housing, 15% of the total development costs as stated in the cost certification provided by the Accountants and approved by the State Tax Credit Agency, pursuant to the Amended and Restated Development Fee Agreement entered into by and between the Developer and the Partnership on the even date herewith; provided, however, that the Development Fee shall be reduced prior to the end of the first year of the Tax Credit Period, as necessary, to meet the 50% test for financing development costs from tax-exempt bond proceeds as described in Code Section 42(h)(4)(B), with the amount of such reduction to be determined by the Accountant and approved by the Special Limited Partnerhereof. The Amended and Restated Development Fee Agreement provides, in part, that the Development Fee shall first be paid from available proceeds in accordance with Section 9.2(b) of this Agreement and if not paid in full then the balance of the Development Fee will be paid in accordance with Section 11.1 of this Agreement. (b) The Partnership shall utilize the proceeds from the Capital Contributions paid pursuant to Section 7.2 and Section 7.5 of this Agreement for development costs associated with the development and construction of the Apartment Housing including, but not limited to, land and building costs, Land Acquisition Fee, architectural fees, survey and engineering costs, financing costs, loan fees, Syndication Fee, building materials and labor. If any Capital Contribution proceeds are remaining after Completion of Construction and all acquisition, development and construction costs, excluding the Development Fee, are paid in full and the Construction Loan retiredfull, then the remainder shall: first be paid to the Developer in payment of the Development Fee; second be paid to the General Partner as a reduction of the General Partner's Capital Contribution; and any remaining Capital Contribution proceeds shall be paid to the General Partner as a Partnership oversight fee. (c) The Partnership shall pay to the Management Agent a property management fee for the leasing and management of the Apartment Housing in an amount in accordance with the Management Agreement. The term of the Management Agreement shall not exceed 1 one year, and the execution or renewal of any Management Agreement shall be subject to veto by the Special Limited Partner. (1) The General Partner shall, upon receiving any request of the Mortgage lender requesting such action, dismiss the Management Agent as the entity responsible for management of the Apartment Housing under the terms of the Management Agreement; or, the General Partner shall dismiss the Management Agent at the request of the Special Limited Partner. (2) The appointment of any successor Management Agent is subject to the prior Consent of the Special Limited Partner, which may only be sought after . If the Management Agent is an Affiliate of the General Partner then, commencing with the termination of the Operating Deficit Guarantee Period, in any year in which the Apartment Housing has provided an Operating Deficit, 40% of the Special Limited Partner with accurate and complete disclosure respecting the proposed management fee will be deferred ("Deferred Management Agent. (d) Subject to any applicable distribution restrictions imposed by HUDFee"). Deferred Management Fees, the Partnership if any, shall pay be paid to the Limited Partner an annual Asset Management Fee commencing Agent in 2008 in the amount of $7,500 and increasing by 3% annually for the Limited Partner's services in assisting accordance with the preparation of tax returns and the reports required in Section 14.2 and Section 14.311.1

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in the amount equal to of $209,124 in accordance with the greater of (i) $1,104,320 or (ii) subject to the Special Limited Partner's reasonable determination that such higher amount may be included in the Eligible Basis of the Apartment Housing, 15% of the total development costs as stated in the cost certification provided by the Accountants and approved by the State Tax Credit Agency, pursuant to the Amended and Restated Development Fee Agreement entered into by and between the Developer and the Partnership on the even date herewith; provided, however, that the Development Fee shall be reduced prior to the end of the first year of the Tax Credit Period, as necessary, to meet the 50% test for financing development costs from tax-exempt bond proceeds as described in Code Section 42(h)(4)(B), with the amount of such reduction to be determined by the Accountant and approved by the Special Limited Partnerhereof. The Amended and Restated Development Fee Agreement provides, in part, that the Development Fee shall first be paid from available proceeds in accordance with Section 9.2(b) of this Agreement and if not paid in full then the balance of the Development Fee will be paid in accordance with Section 11.1 of this Agreement. (b) The Partnership shall utilize the proceeds from the Capital Contributions paid pursuant to Section 7.2 and Section 7.5 of this Agreement for development costs associated with the development and construction of the Apartment Housing including, but not limited to, land costs, Land Acquisition Fee, architectural fees, survey and engineering costs, financing costs, loan fees, Syndication Fee, building materials and labor. If any Capital Contribution proceeds are remaining after Completion of Construction and all acquisition, development and construction costs, excluding the Development Fee, are paid in full and the Construction Loan retiredfull, then the remainder shall: first be paid to the Developer in payment of the Development Fee; second be paid to the General Partner as a reduction of the General Partner's Capital Contribution; and any remaining Capital Contribution proceeds shall be paid to the General Partner as a Partnership oversight fee. (c) The Partnership shall pay to the Management Agent a property management fee for the leasing and management of the Apartment Housing in an amount in accordance with the Management Agreement. The term of the Management Agreement shall not exceed 1 one year, and the execution or renewal of any Management Agreement shall be subject to veto by the Special Limited Partner. (1) The General Partner shall, upon receiving any request of the Mortgage lender requesting such action, dismiss the Management Agent as the entity responsible for management of the Apartment Housing under the terms of the Management Agreement; or, the General Partner shall dismiss the Management Agent at the request of the Special Limited Partner. (2) The appointment of any successor Management Agent is subject to the prior Consent of the Special Limited Partner, which may only be sought after . If the Management Agent is an Affiliate of the General Partner then commencing with the termination of the Operating Deficit Guarantee Period, in any year in which the Apartment Housing has provided an Operating Deficit, 40% of the Special Limited Partner with accurate and complete disclosure respecting the proposed management fee will be deferred ("Deferred Management Agent. (d) Subject to any applicable distribution restrictions imposed by HUDFee"). Deferred Management Fees, the Partnership if any, shall pay be paid to the Limited Partner an annual Asset Management Fee commencing Agent in 2008 in the amount of $7,500 and increasing by 3% annually for the Limited Partner's services in assisting accordance with the preparation of tax returns and the reports required in Section 14.2 and Section 14.311.1

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in the amount equal to of $263,501in accordance with the greater of (i) $1,104,320 or (ii) subject to the Special Limited Partner's reasonable determination that such higher amount may be included in the Eligible Basis of the Apartment Housing, 15% of the total development costs as stated in the cost certification provided by the Accountants and approved by the State Tax Credit Agency, pursuant to the Amended and Restated Development Fee Agreement entered into by and between the Developer and the Partnership on the even date herewith; provided, however, that the Development Fee shall be reduced prior to the end of the first year of the Tax Credit Period, as necessary, to meet the 50% test for financing development costs from tax-exempt bond proceeds as described in Code Section 42(h)(4)(B), with the amount of such reduction to be determined by the Accountant and approved by the Special Limited Partnerhereof. The Amended and Restated Development Fee Agreement provides, in part, that the Development Fee shall first be paid from available proceeds in accordance with Section 9.2(b) of this Agreement and if not paid in full then the balance of the Development Fee will be paid in accordance with Section 11.1 of this Agreement. (b) The Partnership shall utilize the proceeds from the Capital Contributions paid pursuant to Section 7.2 and Section 7.5 of this Agreement for development costs associated with the development and construction of the Apartment Housing including, but not limited to, land and building costs, Land Acquisition Fee, architectural fees, survey and engineering costs, financing costs, loan fees, Syndication Fee, building materials and labor. If any Capital Contribution proceeds are remaining after Completion of Construction and all acquisition, development and construction costs, excluding the Development Fee, are paid in full and the Construction Loan retiredfull, then the remainder shall: first be paid to the Developer in payment of the Development Fee; second be paid to the General Partner as a reduction of the General Partner's Capital Contribution; and any remaining Capital Contribution proceeds shall be paid to the General Partner as a Partnership oversight fee. (c) The Partnership shall pay to the Management Agent a property management fee for the leasing and management of the Apartment Housing in an amount in accordance with the Management Agreement. The term of the Management Agreement shall not exceed 1 one year, and the execution or renewal of any Management Agreement shall be subject to veto by the Special Limited Partner. (1) The General Partner shall, upon receiving any request of the Mortgage lender requesting such action, dismiss the Management Agent as the entity responsible for management of the Apartment Housing under the terms of the Management Agreement; or, the General Partner shall dismiss the Management Agent at the request of the Special Limited Partner. (2) The appointment of any successor Management Agent is subject to the prior Consent of the Special Limited Partner, which may only be sought after . If the Management Agent is an Affiliate of the General Partner then, commencing with the termination of the Operating Deficit Guarantee Period, in any year in which the Apartment Housing has provided an Operating Deficit, 40% of the Special Limited Partner with accurate and complete disclosure respecting the proposed management fee will be deferred ("Deferred Management Agent. (d) Subject to any applicable distribution restrictions imposed by HUDFee"). Deferred Management Fees, the Partnership if any, shall pay be paid to the Limited Partner an annual Asset Management Fee commencing Agent in 2008 in the amount of $7,500 and increasing by 3% annually for the Limited Partner's services in assisting accordance with the preparation of tax returns and the reports required in Section 14.2 and Section 14.311.1

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in the amount equal to of $47,986 in accordance with the greater of (i) $1,104,320 or (ii) subject to the Special Limited Partner's reasonable determination that such higher amount may be included in the Eligible Basis of the Apartment Housing, 15% of the total development costs as stated in the cost certification provided by the Accountants and approved by the State Tax Credit Agency, pursuant to the Amended and Restated Development Fee Agreement entered into by and between the Developer and the Partnership on the even date herewith; provided, however, that the Development Fee shall be reduced prior to the end of the first year of the Tax Credit Period, as necessary, to meet the 50% test for financing development costs from tax-exempt bond proceeds as described in Code Section 42(h)(4)(B), with the amount of such reduction to be determined by the Accountant and approved by the Special Limited Partnerhereof. The Amended and Restated Development Fee Agreement provides, in part, that the Development Fee shall first be paid from available proceeds in accordance with Section 9.2(b) of this Agreement and if not paid in full then the balance of the Development Fee will be paid in accordance with Section 11.1 of this Agreement. (b) The Partnership shall utilize the proceeds from the Capital Contributions paid pursuant to Section 7.2 and Section 7.5 of this Agreement for development costs associated with the development and construction of the Apartment Housing including, but not limited to, land costs, Land Acquisition Fee, architectural fees, survey and engineering costs, financing costs, loan fees, Syndication Fee, building materials and labor. If any Capital Contribution proceeds are remaining after Completion of Construction and all acquisition, development and construction costs, excluding the Development Fee, are paid in full and the Construction Loan retired, then the remainder shall: first be paid to the Developer in payment of the Development Fee; second be paid to the General Partner as a reduction of the General Partner's Capital Contribution; and any remaining Capital Contribution proceeds shall be paid to the General Partner as a Partnership oversight fee. (c) The Partnership shall pay to the Management Agent a property management fee for the leasing and management of the Apartment Housing in an amount in accordance with the Management Agreement. The term of the Management Agreement shall not exceed 1 one year, and the execution or renewal of any Management Agreement shall be subject to veto by the Special Limited Partner. (1) The General Partner shall, upon receiving any request of the Mortgage lender requesting such action, dismiss the Management Agent as the entity responsible for management of the Apartment Housing under the terms of the Management Agreement; or, the General Partner shall dismiss the Management Agent at the request of the Special Limited Partner. (2) The appointment of any successor Management Agent is subject to the prior Consent of the Special Limited Partner, which may only be sought after . If the Management Agent is an Affiliate of the General Partner then commencing with the termination of the Operating Deficit Guarantee Period, in any year in which the Apartment Housing has provided an Operating Deficit, 40% of the Special Limited Partner with accurate and complete disclosure respecting the proposed management fee will be deferred ("Deferred Management Agent. (d) Subject to any applicable distribution restrictions imposed by HUDFee"). Deferred Management Fees, the Partnership if any, shall pay be paid to the Limited Partner an annual Asset Management Fee commencing Agent in 2008 in the amount of $7,500 and increasing by 3% annually for the Limited Partner's services in assisting accordance with the preparation of tax returns and the reports required in Section 14.2 and Section 14.311.1

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer Developer, a Development Fee Fee, including Developers overhead, in the amount equal of $155,000. Not withstanding anything to the greater contrary contained herein, $38,750 of (i) $1,104,320 or (ii) subject to the Special Limited Partner's reasonable determination that such higher amount may be included in the Eligible Basis of the Apartment Housing, 15% of the total development costs as stated in the cost certification provided by the Accountants and approved by the State Tax Credit Agency, pursuant to the Amended and Restated Development Fee Agreement entered into by and between the Developer and the Partnership on even date herewith; provided, however, that the Development Fee shall be reduced prior to paid upon the end execution of the first year of the Tax Credit Period, as necessary, to meet the 50% test for financing development costs from tax-exempt bond proceeds as described in Code Section 42(h)(4)(B), with the amount of such reduction to be determined by the Accountant and approved by the Special Limited Partnerthis Agreement. The Amended and Restated Development Fee Agreement provides, in part, that the Development Fee shall first be paid from available proceeds in accordance with Section 9.2(b) of this Agreement and if not paid in full then the balance of the Development Fee will be paid to the extent permitted in accordance with Section 11.1 of this Agreement. (b) The Except as otherwise provided herein, the Partnership shall utilize the proceeds from the Capital Contributions paid pursuant to Section 7.2 7.2(b) and Section 7.5 of this Agreement for development costs associated with the development and construction of the Apartment Housing including, but not limited to, land costs, Land Acquisition Fee, architectural fees, survey and engineering costs, financing costs, loan fees, building materials and labor. If Except as otherwise provided herein, if any Capital Contribution proceeds are remaining after Completion of Construction and all acquisition, development and construction costs, excluding the Development Fee, are paid in full and the Construction Loan retiredfull, then the remainder shall: first be paid to the Developer in payment of the Development Fee; second be paid to the General Partner as a reduction of the General Partner's Capital Contribution; and any remaining Capital Contribution proceeds shall be paid to the General Partner as a Partnership oversight fee. (c) The Partnership shall pay to the Management Agent a property management fee for the leasing and management of the Apartment Housing Project in an amount in accordance with the Management Agreement. The term of the Management Agreement shall not exceed 1 one year, and the execution or renewal of any Management Agreement shall be subject to veto by the Special Limited Partner. (1) The General Partner shall, upon receiving any request prior Consent of the Mortgage lender requesting such action, dismiss SLP Class A. If the Management Agent as the entity responsible for management is an Affiliate of the Apartment Housing under the terms of the Management Agreement; or, the General Partner then commencing with the termination of the Operating Deficit Guarantee Period, in any year in which the Project has an Operating Deficit, 40% of the management fee will be deferred ("Deferred Management Fee"). Deferred Management Fees, if any, shall dismiss be paid to the Management Agent at the request of the Special Limited Partner. (2) The appointment of any successor Management Agent is subject to the Consent of the Special Limited Partner, which may only be sought after the General Partner has provided the Special Limited Partner in accordance with accurate and complete disclosure respecting the proposed Management Agent. (d) Subject to any applicable distribution restrictions imposed by HUD, the Partnership shall pay to the Limited Partner an annual Asset Management Fee commencing in 2008 in the amount of $7,500 and increasing by 3% annually for the Limited Partner's services in assisting with the preparation of tax returns and the reports required in Section 14.2 and Section 14.311.1

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in the amount equal to of $160,000 in accordance with the greater of (i) $1,104,320 or (ii) subject to the Special Limited Partner's reasonable determination that such higher amount may be included in the Eligible Basis of the Apartment Housing, 15% of the total development costs as stated in the cost certification provided by the Accountants and approved by the State Tax Credit Agency, pursuant to the Amended and Restated Development Fee Agreement entered into by and between the Developer and the Partnership on the even date herewith; provided, however, that the Development Fee shall be reduced prior to the end of the first year of the Tax Credit Period, as necessary, to meet the 50% test for financing development costs from tax-exempt bond proceeds as described in Code Section 42(h)(4)(B), with the amount of such reduction to be determined by the Accountant and approved by the Special Limited Partnerhereof. The Amended and Restated Development Fee Agreement provides, in part, that the Development Fee shall first be paid from available proceeds in accordance with Section 9.2(b) of this Agreement and if not paid in full then the balance of the Development Fee will be paid in accordance with Section 11.1 of this Agreement. (b) The Partnership shall utilize the proceeds from the Capital Contributions paid pursuant to Section 7.2 and Section 7.5 of this Agreement for development costs associated with the development and construction of the Apartment Housing including, but not limited to, land costs, Land Acquisition Fee, architectural fees, survey and engineering costs, financing costs, loan fees, Syndication Fee, building materials and labor. If any Capital Contribution proceeds are remaining after Completion of Construction and all acquisition, development and construction costs, excluding the Development Fee, are paid in full and the Construction Loan retired, then the remainder shall: first be paid to the Developer in payment of the Development Fee; second be paid to the General Partner as a reduction of the General Partner's Capital Contribution; and any remaining Capital Contribution proceeds shall be paid to the General Partner as a Partnership oversight fee. Notwithstanding the foregoing, the Developer Fee will be paid out in the following manner: (a) one-third (33.33%) of the cash development fee, not including any deferred developer fees, at the time of the payment referenced in Section 7.2(a) of the Partnership; (b) one-third (33.33%) of the cash development fee, not including any deferred developer fees, at the time of the payment referenced in Section 7.2(b) of the Partnership; and (c) the remainder of the cash development fee, not including any deferred developer fees, at the time of the payment referenced in Section 7.2(c) of the Partnership. (c) The Partnership shall pay to the Management Agent a property management fee for the leasing and management of the Apartment Housing in an amount in accordance with the Management Agreement. The term of the Management Agreement shall not exceed 1 one year, and the execution or renewal of any Management Agreement shall be subject to veto by the Special Limited Partner. (1) The General Partner shall, upon receiving any request of the Mortgage lender requesting such action, dismiss the Management Agent as the entity responsible for management of the Apartment Housing under the terms of the Management Agreement; or, the General Partner shall dismiss the Management Agent at the request of the Special Limited Partner. (2) The appointment of any successor Management Agent is subject to the prior Consent of the Special Limited Partner, which may only be sought after . If the Management Agent is an Affiliate of the General Partner then commencing with the termination of the Operating Deficit Guarantee Period, in any year in which the Apartment Housing has provided an Operating Deficit, 40% of the Special Limited Partner with accurate and complete disclosure respecting the proposed management fee will be deferred ("Deferred Management Agent. (d) Subject to any applicable distribution restrictions imposed by HUDFee"). Deferred Management Fees, the Partnership if any, shall pay be paid to the Limited Partner an annual Asset Management Fee commencing Agent in 2008 in the amount of $7,500 and increasing by 3% annually for the Limited Partner's services in assisting accordance with the preparation of tax returns and the reports required in Section 14.2 and Section 14.311.1

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in the amount equal to of $475,500 in accordance with the greater of (i) $1,104,320 or (ii) subject to the Special Limited Partner's reasonable determination that such higher amount may be included in the Eligible Basis of the Apartment Housing, 15% of the total development costs as stated in the cost certification provided by the Accountants and approved by the State Tax Credit Agency, pursuant to the Amended and Restated Development Fee Services Agreement entered into by and between the Developer and the Partnership on the even date herewith; provided, however, that the Development Fee shall be reduced prior to the end of the first year of the Tax Credit Period, as necessary, to meet the 50% test for financing development costs from tax-exempt bond proceeds as described in Code Section 42(h)(4)(B), with the amount of such reduction to be determined by the Accountant and approved by the Special Limited Partnerhereof. The Amended and Restated Development Fee Services Agreement provides, in part, that the Development Fee shall first be paid from available proceeds in accordance with Section 9.2(b) of this Agreement and if not paid in full then the balance of the Development Fee will be paid in accordance with Section 11.1 of this Agreement. (b) The Partnership shall utilize the proceeds from the Capital Contributions paid pursuant to Section 7.2 and Section 7.5 of this Agreement for development costs associated with the development and construction of the Apartment Housing including, but not limited to, land costs, Land Acquisition Fee, architectural fees, survey and engineering costs, financing costs, loan fees, building materials materials, labor and labor$475,500 of the Development Fee. If any Capital Contribution proceeds are remaining after Completion of Construction and all acquisition, development and construction costs, excluding the unpaid Development Fee, are paid in full and the Construction Loan retired, then the remainder shall: first be paid to the Developer in payment of the unpaid Development Fee; second be paid to the General Partner as a reduction of the General Partner's Capital Contribution; and any remaining Capital Contribution proceeds shall be paid to the General Partner as a Partnership oversight fee. (c) The Partnership shall pay to the Management Agent a property management fee for the leasing and management of the Apartment Housing in an amount in accordance with the Management Agreement. The term of the Management Agreement shall not exceed 1 year, and the execution or renewal of any Management Agreement shall be subject to veto by the Special Limited Partner. (1) The General Partner shall, upon receiving any request of the Mortgage lender requesting such action, dismiss three years. If the Management Agent as is an Affiliate of the entity responsible for management General Partner then commencing with the termination of the Operating Deficit Guarantee Period, in any year in which the Apartment Housing under the terms has an Operating Deficit, 40% of the management fee will be deferred ("Deferred Management Agreement; orFee"). Deferred Management Fees, the General Partner if any, shall dismiss be paid to the Management Agent at the request of the Special Limited Partner. (2) The appointment of any successor Management Agent is subject to the Consent of the Special Limited Partner, which may only be sought after the General Partner has provided the Special Limited Partner in accordance with accurate and complete disclosure respecting the proposed Management Agent. (d) Subject to any applicable distribution restrictions imposed by HUD, the Partnership shall pay to the Limited Partner an annual Asset Management Fee commencing in 2008 in the amount of $7,500 and increasing by 3% annually for the Limited Partner's services in assisting with the preparation of tax returns and the reports required in Section 14.2 and Section 14.311.1

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in the amount equal to of $299,695 in accordance with the greater of (i) $1,104,320 or (ii) subject to the Special Limited Partner's reasonable determination that such higher amount may be included in the Eligible Basis of the Apartment Housing, 15% of the total development costs as stated in the cost certification provided by the Accountants and approved by the State Tax Credit Agency, pursuant to the Amended and Restated Development Fee Agreement entered into by and between the Developer and the Partnership on the even date herewith; provided, however, that the Development Fee shall be reduced prior to the end of the first year of the Tax Credit Period, as necessary, to meet the 50% test for financing development costs from tax-exempt bond proceeds as described in Code Section 42(h)(4)(B), with the amount of such reduction to be determined by the Accountant and approved by the Special Limited Partnerhereof. The Amended and Restated Development Fee Agreement provides, in part, that the Development Fee shall first be paid from available proceeds in accordance with Section 9.2(b) of this Agreement and if not paid in full then the balance of the Development Fee will be paid in accordance with Section 11.1 of this Agreement. (b) The Partnership shall utilize the proceeds from the Capital Contributions paid pursuant to Section 7.2 and Section 7.5 of this Agreement for development costs associated with the development and construction of the Apartment Housing including, but not limited to, land costs, Land Acquisition Fee, architectural fees, survey and engineering costs, financing costs, loan fees, Syndication Fee, building materials and labor. If any Capital Contribution proceeds are remaining after Completion of Construction and all acquisition, development and construction costs, excluding the Development Fee, are paid in full and the Construction Loan retiredfull, then the remainder shall: first be paid to the Developer in payment of the Development Fee; second be paid to the General Partner as a reduction of the General Partner's Capital Contribution; and any remaining Capital Contribution proceeds shall be paid to the General Partner as a Partnership oversight fee. (c) The Partnership shall pay to the Management Agent a property management fee for the leasing and management of the Apartment Housing in an amount in accordance with the Management Agreement. The term of the Management Agreement shall not exceed 1 one year, and the execution or renewal of any Management Agreement shall be subject to veto by the Special Limited Partner. (1) The General Partner shall, upon receiving any request of the Mortgage lender requesting such action, dismiss the Management Agent as the entity responsible for management of the Apartment Housing under the terms of the Management Agreement; or, the General Partner shall dismiss the Management Agent at the request of the Special Limited Partner. (2) The appointment of any successor Management Agent is subject to the prior Consent of the Special Limited Partner, which may only be sought after . If the Management Agent is an Affiliate of the General Partner then commencing with the termination of the Operating Deficit Guarantee Period, in any year in which the Apartment Housing has provided an Operating Deficit, 40% of the Special Limited Partner with accurate and complete disclosure respecting the proposed management fee will be deferred ("Deferred Management Agent. (d) Subject to any applicable distribution restrictions imposed by HUDFee"). Deferred Management Fees, the Partnership if any, shall pay be paid to the Limited Partner an annual Asset Management Fee commencing Agent in 2008 in the amount of $7,500 and increasing by 3% annually for the Limited Partner's services in assisting accordance with the preparation of tax returns and the reports required in Section 14.2 and Section 14.311.1

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in the amount equal to of $400,000 in accordance with the greater of (i) $1,104,320 or (ii) subject to the Special Limited Partner's reasonable determination that such higher amount may be included in the Eligible Basis of the Apartment Housing, 15% of the total development costs as stated in the cost certification provided by the Accountants and approved by the State Tax Credit Agency, pursuant to the Amended and Restated Development Fee Agreement entered into by and between the Developer and the Partnership on the even date herewith; provided, however, that the Development Fee shall be reduced prior to the end of the first year of the Tax Credit Period, as necessary, to meet the 50% test for financing development costs from tax-exempt bond proceeds as described in Code Section 42(h)(4)(B), with the amount of such reduction to be determined by the Accountant and approved by the Special Limited Partnerhereof. The Amended and Restated Development Fee Agreement provides, in part, that the Development Fee shall first be paid from available proceeds in accordance with Section 9.2(b) of this Agreement and if not paid in full then the balance of the Development Fee will be paid in accordance with Section 11.1 of this Agreement. (b) The Partnership shall utilize the proceeds from the Capital Contributions paid pursuant to Section 7.2 of this Agreement for costs associated with the development acquisition and construction rehabilitation of the Apartment Housing including, but not limited to, land costs, Land Acquisition Fee, architectural fees, survey and engineering costs, financing costs, loan fees, building materials and labor. If any Capital Contribution proceeds are remaining after Completion of Construction and all acquisition, development and construction costs, excluding the Development Fee, are paid in full and the Construction Loan retired, then the remainder shall: first be paid to the Developer in payment of the Development Fee; second be paid to the General Partner as a reduction of the General Partner's Capital Contribution; and any remaining Capital Contribution proceeds shall be paid to the General Partner as a Partnership oversight fee. (c) The Partnership shall pay to the Management Agent a property management fee for the leasing and management of the Apartment Housing in an amount in accordance with the Management Agreement. The term of the Management Agreement shall not exceed 1 yearthree years, and the execution or renewal of any Management Agreement shall be subject to veto by the Special Limited Partner. (1) The General Partner shall, upon receiving any request prior consent of the Mortgage lender requesting such action, dismiss RD. If the Management Agent as the entity responsible for management is an Affiliate of the Apartment Housing under General Partner, and there is an Operating Deficit following the terms termination of the Management Agreement; or, Operating Deficit Guarantee Period or the General Partner shall dismiss the Management Agent at the request depletion of the Special Limited Partner. (2) The appointment of any successor Management Agent is subject maximum Operating Deficit amount pursuant to the Consent Section 6.3, whichever occurs first, then 40% of the Special Limited Partner, which may only management fee will be sought after the General Partner has provided the Special Limited Partner with accurate and complete disclosure respecting the proposed Management Agent. (d) Subject to any applicable distribution restrictions imposed by HUD, the Partnership shall pay to the Limited Partner an annual Asset Management Fee commencing in 2008 in the amount of $7,500 and increasing by 3% annually for the Limited Partner's services in assisting with the preparation of tax returns and the reports required in Section 14.2 and Section 14.3deferred

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in the amount equal to of $330,000 in accordance with the greater of (i) $1,104,320 or (ii) subject to the Special Limited Partner's reasonable determination that such higher amount may be included in the Eligible Basis of the Apartment Housing, 15% of the total development costs as stated in the cost certification provided by the Accountants and approved by the State Tax Credit Agency, pursuant to the Amended and Restated Development Fee Agreement entered into by and between the Developer and the Partnership on the even date herewith; provided, however, that the Development Fee shall be reduced prior to the end of the first year of the Tax Credit Period, as necessary, to meet the 50% test for financing development costs from tax-exempt bond proceeds as described in Code Section 42(h)(4)(B), with the amount of such reduction to be determined by the Accountant and approved by the Special Limited Partnerhereof. The Amended and Restated Development Fee Agreement provides, in part, that the Development Fee shall first be paid from available proceeds in accordance with Section 9.2(b) of this Agreement and if not paid in full then the balance of the Development Fee will be paid in accordance with Section 11.1 of this Agreement. (b) The Partnership shall utilize the proceeds from the Capital Contributions paid pursuant to Section 7.2 and Section 7.5 of this Agreement for costs associated with the development and construction of the Apartment Housing including, but not limited to, land costs, Land Acquisition Fee, architectural fees, survey and engineering costs, financing costs, loan fees, Syndication Fee, building materials and labor. If any Capital Contribution proceeds are remaining after Completion of Construction and all acquisition, development and construction costs, excluding the Development Fee, are paid in full and the Construction Loan retiredfull, then the remainder shall: first be paid to the Developer in payment of the Development Fee; second be paid to the General Partner (in accordance with the General Partners Interests) as a reduction of the General Partner's Capital Contribution; and any remaining Capital Contribution proceeds shall be paid to the General Partner (in accordance with the General Partners Interests) as a Partnership oversight fee. (c) The Partnership shall pay to the Management Agent a property management fee for the leasing and management of the Apartment Housing in an amount in accordance with the Management Agreement. The term of the Management Agreement shall not exceed 1 year, and the execution or renewal of any Management Agreement shall be subject to veto by the prior Consent of the Special Limited Partner. If the Management Agent is an Affiliate of the General Partner and there is an Operating Deficit following the termination of the Operating Deficit Guarantee Period or the depletion of the maximum Operating Deficit amount pursuant to Section 6.3, whichever occurs first, then 25% of the management fee will be deferred ("Deferred Management Fees"). Deferred Management Fees, if any, shall be paid to the Management Agent in accordance with Section 11.1 of this Agreement. (1) The General Partner shall, upon receiving any request of the Mortgage lender requesting such action, dismiss the Management Agent as the entity responsible for management of the Apartment Housing under the terms of the Management Agreement; or, the General Partner Partner, with cause, shall dismiss the Management Agent at the request of the Special Limited Partner. (2) The appointment of any successor Management Agent is subject to the Consent Consent, which can not be unreasonably withheld, of the Special Limited Partner, which may only be sought after the General Partner has provided the Special Limited Partner with accurate and complete disclosure respecting the proposed Management Agent. (d) Subject to any applicable distribution restrictions imposed by HUD, the The Partnership shall pay to the Limited Partner an annual Asset Management Fee commencing in 2008 2003 equal to 10% of the Net Operating Income but in the amount of no event less than $7,500 and increasing by 3% annually 1,000 for the Limited Partner's services in assisting with the preparation of tax returns and the reports required in Section 14.2 and Section 14.314.3 of this Agreement. Notwithstanding the forgoing, the Asset Management Fee paid in 2003 will be prorated based upon the number of months of operations. The Asset Management Fee be payable within 75 days following each calendar year and shall be payable from Net Operating Income in the manner and priority set forth in Section 11.1 of this Agreement; provided, however, that if in any year Net Operating Income is insufficient to pay the full $1,000, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year in which there is sufficient Net Operating Income, as provided in Section 11.1, or sufficient Sale or Refinancing Proceeds, as provided in Section 11.2. The General Partner shall ensure that any accrued Asset Management Fee will be reflected in the annual audited financial statement. (e) The Partnership shall pay to the General Partner (in accordance with the General Partners Interests) through the Compliance Period an annual Incentive Management Fee equal to 35% of Net Operating Income commencing in 2003 for overseeing the marketing, lease-up and continued occupancy of the Partnership's apartment units, obtaining and monitoring the Mortgage, maintaining the books and records of the Partnership, selecting and supervising the Partnership's Accountants, bookkeepers and other Persons required to prepare and audit the Partnership's financial statements and tax returns, and preparing and disseminating reports on the status of the Apartment Housing and the Partnership, all as required by Article XIV of this Agreement. The Partners acknowledge that the Incentive Management Fee is being paid as an inducement to the General Partner to operate the Partnership efficiently, to maximize occupancy and to increase the Net Operating Income. The Incentive Management Fee shall be payable from Net Operating Income in the manner and priority set forth in Section 11.1 of this Agreement upon completion and delivery of the annual audit pursuant to Section 14.2(a) of this Agreement. If the Incentive Management Fee is not paid in any year it shall not accrue for payment in subsequent years. (f) The Partnership shall pay to the General Partners (in accordance with the General Partners Interests) through the Compliance Period an annual Tax Credit Compliance Fee equal to 35% of Net Operating Income commencing in 2003 for the services of the General Partner in ensuring compliance by the Partnership and the Apartment Housing with all Tax Credit rules and regulations. The Tax Credit Compliance Fee shall be payable from Net Operating Income in the manner and priority set forth in Section 11.1 of this Agreement upon completion and delivery of the annual audit pursuant to Section 14.2(a) of this Agreement. If the Tax Credit Compliance Fee is not paid in any year it shall not accrue for payment in subsequent years.

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in the amount equal to of $170,930 in accordance with the greater of (i) $1,104,320 or (ii) subject to the Special Limited Partner's reasonable determination that such higher amount may be included in the Eligible Basis of the Apartment Housing, 15% of the total development costs as stated in the cost certification provided by the Accountants and approved by the State Tax Credit Agency, pursuant to the Amended and Restated Development Fee Agreement entered into by and between the Developer and the Partnership on the even date herewith; provided, however, that the Development Fee shall be reduced prior to the end of the first year of the Tax Credit Period, as necessary, to meet the 50% test for financing development costs from tax-exempt bond proceeds as described in Code Section 42(h)(4)(B), with the amount of such reduction to be determined by the Accountant and approved by the Special Limited Partnerhereof. The Amended and Restated Development Fee Agreement provides, in part, that the Development Fee shall first be paid from available proceeds in accordance with Section 9.2(b) of this Agreement and if not paid in full then the balance of the Development Fee will be paid in accordance with Section 11.1 of this Agreement. (b) The Partnership shall utilize the proceeds from the Capital Contributions paid pursuant to Section 7.2 and Section 7.5 of this Agreement for development costs associated with the development and construction of the Apartment Housing including, but not limited to, land costs, Land Acquisition Fee, architectural fees, survey and engineering costs, financing costs, loan fees, Syndication Fee, building materials and labor. If any Capital Contribution proceeds are remaining after Completion of Construction and all acquisition, development and construction costs, excluding the Development Fee, are paid in full and the Construction Loan retired, then the remainder shall: first be paid to the Developer in payment of the Development Fee; second be paid to the General Partner as a reduction of the General Partner's Capital Contribution; and any remaining Capital Contribution proceeds shall be paid to the General Partner as a Partnership oversight fee. (c) The Partnership shall pay to the Management Agent a property management fee for the leasing and management of the Apartment Housing in an amount in accordance with the Management Agreement. The term of the Management Agreement shall not exceed 1 one year, and the execution or renewal of any Management Agreement shall be subject to veto by the Special Limited Partner. (1) The General Partner shall, upon receiving any request of the Mortgage lender requesting such action, dismiss the Management Agent as the entity responsible for management of the Apartment Housing under the terms of the Management Agreement; or, the General Partner shall dismiss the Management Agent at the request of the Special Limited Partner. (2) The appointment of any successor Management Agent is subject to the prior Consent of the Special Limited Partner, which may only Partner and shall not be sought after unreasonably withheld. If the Management Agent is an Affiliate of the General Partner then commencing with the termination of the Operating Deficit Guarantee Period, in any year in which the Apartment Housing has provided an Operating Deficit, 40% of the Special Limited Partner with accurate and complete disclosure respecting the proposed management fee may be deferred ("Deferred Management Agent. (d) Subject to any applicable distribution restrictions imposed by HUDFee"). Deferred Management Fees, the Partnership if any, shall pay be paid to the Limited Partner an annual Asset Management Fee commencing Agent in 2008 in the amount of $7,500 and increasing by 3% annually for the Limited Partner's services in assisting accordance with the preparation of tax returns and the reports required in Section 14.2 and Section 14.311.1