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 of $168,498 in accordance with the Development Fee Agreement entered into by and between the Developer and the Partnership on even date herewith. The 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, 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 has been 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 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 30% 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

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) $168,498 1,211,213 or (ii) subject to the Special Limited Partner's reasonable determination that such higher amount may be included in accordance with 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, 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 has been 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 prior 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. If the Management Agent is an Affiliate of , which may only be sought after the General Partner has provided the Special Limited Partner with accurate and there is an Operating Deficit following complete disclosure respecting the termination of proposed Management Agent. (d) Subject to any applicable distribution restrictions imposed by HUD, the Operating Deficit Guarantee Period or the depletion of the maximum Operating Deficit amount pursuant to Section 6.3, whichever occurs first, then 30% of the management fee will be deferred ("Deferred Management Fees"). Deferred Management Fees, if any, Partnership shall be paid pay to the Limited Partner an annual Asset Management Agent Fee commencing in accordance 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 11.114.2 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 of $168,498 408,500 in accordance with the Development Fee Agreement entered into by and between the Developer and the Partnership on the even date herewithhereof. The 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 has been 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 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 then commencing with the termination of the Operating Deficit Guarantee Period or Period, in any year in which the depletion of the maximum Apartment Housing has an Operating Deficit amount pursuant to Section 6.3Deficit, whichever occurs first, then 3040% of the management fee will be deferred ("Deferred Management FeesFee"). 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) The Partnership shall pay to the Limited Partner a fee (the "Reporting Fee") commencing in 2000 equal to 20% of the Net Operating Income but in no event less than $3,000 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 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 11.1 of this Agreement; provided, however, that if in any year Net Operating Income is insufficient to pay the full $3,000, 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 equal to 70% of available cash flow for each fiscal year of the Partnership commencing in 2000 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 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 of $168,498 106,000 in accordance with the Development Fee Agreement entered into by and between the Developer and the Partnership on the even date herewithhereof. The 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 has been 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 the prior Consent of the Special Limited PartnerPartner and HUD, if applicable. If the Management Agent is an Affiliate of the General Partner and there is an Operating Deficit following then commencing with the termination of the Operating Deficit Guarantee Period or Period, in any year in which the depletion of the maximum Apartment Housing has an Operating Deficit amount pursuant to Section 6.3Deficit, whichever occurs first, then 3040% of the management fee will be deferred ("Deferred Management FeesFee"). ) 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 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. (2) The appointment of any successor Management Agent is subject to the Consent of the Special Limited Partner 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) The Partnership shall pay to the Limited Partner a Reporting Fee commencing in 2002 equal to 15% of the Net Operating Income but in no event more than $1,500 for the Limited Partner's services in assisting with the preparation of tax returns and the reports required in 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 11.1 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 of $168,498 314,319 in accordance with the Amended Development Fee Agreement entered into by and between the Developer and the Partnership on the even date herewithhereof. The Amended 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 has been 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 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 then commencing with the termination of the Operating Deficit Guarantee Period or Period, in any year in which the depletion of the maximum Apartment Housing has an Operating Deficit amount pursuant to Section 6.3Deficit, whichever occurs first, then 3040% of the management fee will be deferred ("Deferred Management FeesFee"). Deferred Management Fees, if any, shall be paid to the Management Agent in accordance with Section 11.1

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in the amount of $168,498 in accordance with the Development Fee Agreement entered into by and between the Developer and the Partnership on even date herewith689,212.00. The Development Fee Agreement provides, in part, that the Development Fee shall first be paid from available proceeds referenced in accordance with Section 9.2(b) of this Agreement 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 the Development Fee Agreement. (b) The Notwithstanding the preceding, the Partnership shall utilize retain the proceeds sum of $3,040,300.00 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, Syndication Fee, building materials and labor, but the amount retained shall in no event be greater than the difference between the Construction Loan and the Mortgage Loan. If any Capital Contribution proceeds such 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 has been retiredfull, then the remainder shall: remainder, less appropriate reserves as determined by the General Partner, 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 the General Partner as a Partnership oversight and/or an incentive rent-up 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 the prior Consent of the Special Limited Partner. If the Management Agent management agent is an Affiliate of the General Partner and there is an Operating Deficit following then commencing with the termination of the Operating Deficit Guarantee Period or referenced in section 6.2(b), in any year in which the depletion of the maximum Project has an Operating Deficit amount pursuant to Section 6.3Deficit, whichever occurs first, then 3040% of the management fee will be deferred ("Deferred Management FeesFee"). Deferred Management Fees, if any, shall be paid to the Management Agent solely in accordance with and to the extent permitted by Section 11.1 of this Agreement. (1) In the event the property is noncompliance or is in default of the Mortgage Loan the General Partner shall, upon receiving any request of the Mortgage lender requesting such action, dismiss the Management Agent as the entity responsible for the management of the 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 which may only be sought after the General Partner has provided the Special Limited Partner accurate and complete disclosure respecting the proposed Management Agent. (d) The Partnership shall pay to the Special Limited Partner a fee (the "Reporting Fee") commencing in 1998 equal to 20% of the Cash Flow from operations but in no event less than $4,000 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 Sections 14.2 and 14.3 of this Agreement:. The Reporting Fee shall be payable within (seventy five) 75 days after each calender year and shall be payable from Cash Flow From Operations in the manner and priority set forth in Section 11.1 of this Agreement; provided, however, that if in any year Cash Flow From Operations is insufficient to pay the full $4,000, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year in which there is sufficient Cash Flow From Operations, 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 70% of the available Cash Flow From Operations in accordance with Section 11.1 of this Agreement for each fiscal year of the Partnership commencing in 1998 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, 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 after December 31 and June 30 and shall be payable from Cash Flow From Operations 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 of $168,498 250,000 in accordance with the Development Fee Agreement entered into by and between the Developer and the Partnership on the even date herewithhereof. The 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 Article XI 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 has been 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 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 then commencing with the termination of the Operating Deficit Guarantee Period or Period, in any year in which the depletion of the maximum Apartment Housing has an Operating Deficit amount pursuant to Section 6.3Deficit, whichever occurs first, then 3040% of the management fee will be deferred ("Deferred Management FeesFee"). 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) The Partnership shall pay to the Limited Partner a Reporting Fee commencing in 2002 equal to $2,500 of the Net Operating Income the base year, thereafter adjusted annually in accordance with the Consumer Price Index, but in no event less than $2,500 for the Limited Partner's services in assisting with the preparation of tax returns and the reports required in 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 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. (e) The Partnership shall pay to the General Partner through the Compliance Period an annual Incentive Management Fee equal to 35% of the remaining 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 the remaining 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 of $168,498 in accordance with 2,078,531 pursuant to the Development Fee Agreement entered into by and between the Developer and the Partnership on even date herewith. The Development Fee Agreement providesAgreement, in partprovided, however, that the Development Fee shall will be reduced prior to the end of the first year of the Tax Credit Period, as necessary, to meet the 50% Test, with the amount of such reduction to be determined by the Accountant and approved by the Special Limited Partner. The Development Fee will 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 11.1. If the Development Fee is not paid in full by December 31, 2027, then the General Partners shall advance to the Partnership an amount equal to the unpaid amount of this Agreementthe Development Fee, and the Partnership shall immediately forward such amount to the Developer as payment in full of the deferred portion of Development Fee. Upon the Withdrawal of a General Partner for any reason, any unpaid Development Fee will be due and payable to an affiliate of said Withdrawing General Partner upon the effective date of such Withdrawal and the Withdrawing General Partner shall advance to the Partnership an amount equal to the unpaid amount of the Development Fee payable to the affiliate of such Withdrawing General Partner, and the Partnership shall immediately forward such amount to the Developer affiliate of the Withdrawing General Partner as payment in full of the deferred portion of Development Fee. If the Withdrawing General Partner does not advance such funds, any earned but unpaid Development Fee will be deemed to have been paid by the Withdrawing General Partner to the Partnership as a Capital Contribution and paid to the affiliated Developer upon the Withdrawal of the Withdrawing General Partner. (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 rehabilitation of the Apartment Housing including, but not limited to, land acquisition 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 rehabilitation costs, excluding the Development Fee, are paid in full and the Construction Loan Permanent Mortgage Commencement has been retiredoccurred, then the remainder shall: first be paid to the Developer in payment of the Development FeeFee in accordance with the Development Agreement; second be paid to the General Partner as a reduction of the General Partner's ’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 the prior consent of the Non-Profit General Partners and the Consent of the Special Limited Partner, provided, however, that no such consent shall be required for renewal if there is there is no default under this Agreement. If the Management Agent is an Affiliate of the a General Partner (“Affiliated Management Agent”) and said General Partner has been removed, the Affiliated Management Agent will be dismissed. If there is an Affiliated Management Agent 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 3040% of the management fee Management Fee will be deferred ("“Deferred Management Fees"”). Deferred Management Fees, if any, shall will be paid to the Management Agent in accordance with Section 11.1. (1) The Managing General Partner shall, upon receiving any request of the Mortgage lender requesting such action in accordance with the applicable Mortgage Loan documents, terminate the Management Agreement; or, the Managing General Partner shall terminate the Management Agreement at the request of the Special Limited Partner for cause, or upon removal of the Administrative General Partner, material default by the Administrative General Partner, or if the Apartment Housing experiences Operating Deficits which are not funded by the Administrative General 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.

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in the amount of $168,498 200,000 in accordance with the Development Fee Agreement entered into by and between the Developer and the Partnership on the even date herewithhereof. The 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, 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 has been 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 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 3040% 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

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in the amount of $168,498 142,580 in accordance with the Development Fee Agreement entered into by and between the Developer and the Partnership on even date herewith. The 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, 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 Mortgage Loan has been retiredconverted to permanent status, 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 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 30% 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

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer Developer, a Development Fee in the amount of $168,498 in accordance with the Development Fee Agreement entered into by and between the Developer and the Partnership on even date herewith339,924. The 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 Notwithstanding the preceding, the Partnership shall utilize retain the proceeds sum of $514,750 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, Syndication Fee, building materials and laborlabor for Autumn Ridge, Pontiac and Xxxxxxx, but in no event be greater than the difference between the Construction Loan and the 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 $339,924 times the fraction of which the numerator equals the current Capital Contribution payment and the denominator equals $514,698. If any Capital Contribution proceeds funds are remaining after Completion of Construction for Autumn Ridge, Pontiac and Xxxxxxx and all acquisition, development and construction costs, excluding the Development Fee, costs are paid in full and the Construction Loan has been retiredfull, then the remainder shall: shall first be paid to the Developer 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 on a property-by-property basis a property management fee for the leasing and management of the Apartment Housing Autumn Ridge, Pontiac and Xxxxxxx in an amount in accordance with the Management Agreement. The term of the Management Agreement shall not exceed 1 year, and three years but shall automatically renew for successive one year periods if the execution Management Agent is not in default or renewal of is diligently proceeding to cure any Management Agreement shall be subject to the prior Consent of the Special Limited Partnerdefault. If the Management Agent is an Affiliate of the General Partner and there is an Operating Deficit then following the termination of the Operating Deficit Guarantee Period the Management Agreement shall provide that, if Autumn Ridge, Pontiac or the depletion of the maximum Xxxxxxx has an Operating Deficit amount pursuant to Section 6.3, whichever occurs firstDeficit, then 30up to 40% of the management fee for that property will be deferred ("Deferred Management FeesFee")) based on the amount of the actual Operating Deficit. Deferred Management Fees, if any, shall be paid to the Management Agent solely in accordance with an to the extent permitted by 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 Autumn Ridge, Pontiac or Xxxxxxx under the terms of the Management Agreement 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 at Autumn Ridge, Pontiac or Xxxxxxx: (A) did not improve a 15% or greater vacancy rate for three consecutive months unless the required reserves, taxes, insurance and operating expenses are paid in full; or, (B) failed to timely or accurately provide the documents or reports required by this Agreement. In reference to this sub paragraph 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 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) The Partnership shall pay to the Limited Partner a fee (the "Reporting Fee") commencing in 2000 equal to $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 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 11.1 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 70% 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 of $168,498 539,308 in accordance with the Development Fee Agreement entered into by and between the Developer and the Partnership on even date herewith. The 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, 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 has been 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 Following the initial three-year term, the term of the Management Agreement shall not exceed 1 year, and the execution or renewal of any Management Agreement shall be subject to 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 3040% 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

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in the amount of $168,498 123,000 in accordance with the Development Fee Agreement entered into by and between the Developer and the Partnership on the even date herewithhereof. The 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 has been 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 the prior Consent of the Special Limited PartnerPartner and HUD, if applicable. If the Management Agent is an Affiliate of the General Partner and there is an Operating Deficit following then commencing with the termination of the Operating Deficit Guarantee Period or Period, in any year in which the depletion of the maximum Apartment Housing has an Operating Deficit amount pursuant to Section 6.3Deficit, whichever occurs first, then 3040% of the management fee will be deferred ("Deferred Management FeesFee"). ) 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 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. (2) The appointment of any successor Management Agent is subject to the Consent of the Special Limited Partner 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) The Partnership shall pay to the Limited Partner a Reporting Fee commencing in 2002 equal to 15% of the Net Operating Income but in no event more than $1,500 for the Limited Partner's services in assisting with the preparation of tax returns and the reports required in 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 11.1 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. Section 17.3 of the Amended and Restated Partnership Agreement is amended in its entirety to provide:

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in the amount of $168,498 574,000 in accordance with the Development Fee Agreement entered into by and between the Developer and the Partnership on the even date herewithhereof. The 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 has been 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 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 then commencing with the termination of the Operating Deficit Guarantee Period or Period, in any year in which the depletion of the maximum Apartment Housing has an Operating Deficit amount pursuant to Section 6.3Deficit, whichever occurs first, then 3040% of the management fee will be deferred ("Deferred Management FeesFee"). 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 for Cause. (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) The Partnership shall pay to the Limited Partner an Asset Management Fee commencing in 2004 equal to $1,000, adjusted in subsequent years by the Consumer Price Index but in no event less than $1,000, for the Limited Partner's services in assisting with the preparation of tax returns and the reports required in Sections 14.2 and 14.3 of this Agreement. The minimum annual Asset Management Fee of $1,000 shall be payable annually; 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 through the Compliance Period an annual Incentive Management Fee equal to $500 commencing in 2004 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, and selecting and supervising the Partnership's Accountants, bookkeepers and other Persons required to prepare and audit the Partnership's financial statements and tax returns, 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 $500 commencing in 2004 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 of $168,498 250,000 in accordance with the Development Fee Agreement entered into by and between the Developer and the Partnership on the even date herewithhereof. The 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 has been 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 the prior Consent of the Special Limited PartnerPartner and HUD, if applicable. If the Management Agent is an Affiliate of the General Partner and there is an Operating Deficit following then commencing with the termination of the Operating Deficit Guarantee Period or Period, in any year in which the depletion of the maximum Apartment Housing has an Operating Deficit amount pursuant to Section 6.3Deficit, whichever occurs first, then 3040% of the management fee will be deferred ("Deferred Management FeesFee"). ) 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 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. (2) The appointment of any successor Management Agent is subject to the Consent of the Special Limited Partner 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) The Partnership shall pay to the Limited Partner a Reporting Fee commencing in 2001 equal to 15% of the Net Operating Income but in no event more than $3,000 for the Limited Partner's services in assisting with the preparation of tax returns and the reports required in 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 11.1 of this Agreement; provided, however, that if in any year Net Operating Income is insufficient to pay the lesser of 15% or the full $3,000, 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 through the Compliance Period an annual Incentive Management Fee equal to 35% of net cash flow 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. The Partnership acknowledges the project is subject to the annual limited dividend restrictions established by HUD for post 1980 new construction Section 8 projects. HUD's has determined the maximum annual 6% return on the originally (1983) determined equity is $15,239 per annum. This Section is subject and subordinate to the applicable provisions of the HAP Contract for the project, which the partnership has agreed to be bound by and comply with. 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 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. (g) The Limited Partner will reimburse the General Partner in an amount not to exceed $29,565 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. Said reimbursement to be due at time of billing by the General Partner.

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in the amount of $168,498 605,000 in accordance with the Development Fee Agreement entered into by and between the Developer and the Partnership on the even date herewithhereof. The 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 has been 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 the prior Consent of the Special Limited PartnerPartner and HUD, if applicable. If the Management Agent is an Affiliate of the General Partner and there is an Operating Deficit following then commencing with the termination of the Operating Deficit Guarantee Period or Period, in any year in which the depletion of the maximum Apartment Housing has an Operating Deficit amount pursuant to Section 6.3Deficit, whichever occurs first, then 3040% of the management fee will be deferred ("Deferred Management FeesFee"). ) 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 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. (2) The appointment of any successor Management Agent is subject to the Consent of the Special Limited Partner 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) The Partnership shall pay to the Limited Partner a Reporting Fee commencing in 2001 equal to 15% of the HUD allowed maximum annual distribution, but in no event more than $7,500 for the Limited Partner's services in assisting with the preparation of tax returns and the reports required in 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 the HUD allowed maximum annual distribution, in the manner and priority set forth in Section 11.1 of this Agreement; provided, however, that if in any year the HUD allowed maximum annual distribution, is insufficient to pay the lesser of 15% or the full $7,500, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year in which there is sufficient the HUD allowed maximum annual distribution,, 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 the HUD allowed maximum annual distribution, 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. The Partnership acknowledges the project is subject to the annual limited dividend restrictions established by HUD for post 1980 new construction Section 8 projects. HUD's has determined the maximum annual 6% return on the originally (1983) determined equity is $29,701 per annum. This Section is subject and subordinate to the applicable provisions of the HAP Contract for the project, which the partnership has agreed to be bound by and comply with. 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 the HUD allowed maximum annual distribution,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. (g) The Limited Partner will reimburse the General Partner in an amount not to exceed $50,235 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. Said reimbursement to be due at time of billing by the 4General Partner.

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in the amount of $168,498 551,230 in accordance with the Development Fee Agreement entered into by and between the Developer and the Partnership on the even date herewithhereof. The 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 has been 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 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 then commencing with the termination of the Operating Deficit Guarantee Period or Period, in any year in which the depletion of the maximum Apartment Housing has an Operating Deficit amount pursuant to Section 6.3Deficit, whichever occurs first, then 3040% of the management fee will be deferred ("Deferred Management FeesFee"). 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 for Cause. (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) The Partnership shall pay to the Limited Partner an Asset Management Fee commencing in 2004 equal to $1,000, adjusted in subsequent years by the Consumer Price Index but in no event less than $1,000, for the Limited Partner's services in assisting with the preparation of tax returns and the reports required in Sections 14.2 and 14.3 of this Agreement. The minimum annual Asset Management Fee of $1,000 shall be payable annually; 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 through the Compliance Period an annual Incentive Management Fee equal to $500 commencing in 2004 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, and selecting and supervising the Partnership's Accountants, bookkeepers and other Persons required to prepare and audit the Partnership's financial statements and tax returns, 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 $500 commencing in 2004 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 of $168,498 161,040 in accordance with the Development Fee Agreement entered into by and between the Developer and the Partnership on even date herewithhereof. The 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 Rehabilitation and all acquisition, development and construction rehabilitation costs, excluding the Development Fee, are paid in full and the Construction Loan has been 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 management fee shall be at or below the maximum approved by the government agency with oversight of approving management fees. The term of the Management Agreement Contract shall not exceed 1 year, be three years and the execution General Partner may continue to renew the Management Contract for three year terms so long as the property doesn't have Cash Expenses greater then Cash Receipts for any fiscal year or renewal of any Management Agreement shall be subject it it does, so long as the General Partner advances sufficient funds to the prior Consent of the Special Limited Partnerbalance Cash Expenses and Cash Receipts. If the Management Agent is an Affiliate of the General Partner and there is an Operating Deficit following then commencing with the termination of the Operating Deficit Guarantee Period or Period, in any year in which the depletion of the maximum Apartment Housing has an Operating Deficit amount pursuant to Section 6.3Deficit, whichever occurs first, then 3040% of the management fee will be deferred ("Deferred Management FeesFee"). Deferred Management Fees, if any, shall be paid to the Management Agent in accordance with Section 11.1

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in the amount of $168,498 475,000 in accordance with the Development Fee Agreement entered into by and between the Developer and the Partnership on the even date herewithhereof. The 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 has been 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 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 then commencing with the termination of the Operating Deficit Guarantee Period or Period, in any year in which the depletion of the maximum Apartment Housing has an Operating Deficit amount pursuant to Section 6.3Deficit, whichever occurs first, then 3040% of the management fee will be deferred ("Deferred Management FeesFee"). 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) The Partnership shall pay to the Limited Partner a Reporting Fee commencing in 2005 equal to $1,500 of the Net Operating Income for the Limited Partner's services in assisting with the preparation of tax returns and the reports required in 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 11.1 of this Agreement; provided, however, that if in any year Net Operating Income is insufficient to pay 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 Remaining Cash Flow commencing in 2005 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 Remaining Cash Flow commencing in 2005 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.