Common use of Representations, Warranties and Covenants of the Partnership Clause in Contracts

Representations, Warranties and Covenants of the Partnership. the General Partner and the Original Limited Partner The Partnership, the General Partner and the Original Limited Partner jointly and severally represent, warrant and certify to the Investment Partnership and WNC that, with respect to the Partnership, as of the date hereof: 1.1 The Partnership is duly organized and in good standing as a limited partnership pursuant to the laws of the state of its formation with full power and authority to own its apartment complex (the "Apartment Complex") and conduct its business; the Partnership, the General Partner and the Original Limited Partner have the power and authority to enter into and perform this Certification and Agreement; the execution and delivery of this Certification and Agreement by the Partnership, the General Partner and the Original Limited Partner have been duly and validly authorized by all necessary action; the execution and delivery of this Certification and Agreement, the fulfillment of its terms and consummation of the transactions contemplated hereunder do not and will not conflict with or result in a violation, breach or termination of or constitute a default under (or would not result in such a conflict, violation, breach, termination or default with the giving of notice or passage of time or both) any other agreement, indenture or instrument by which the Partnership or any General Partner or Original Limited Partner is bound or any law, regulation, judgment, decree or order applicable to the Partnership or any General Partner or Original Limited Partner or any of their respective properties; this Certification and Agreement constitutes the valid and binding agreement of the Partnership, the General Partner and the Original Limited Partner, enforceable against each of them in accordance with its terms. 1.2 The General Partner has delivered to the Investment Partnership, WNC or their affiliates all documents and information which would be material to a prudent investor in deciding whether to invest in the Partnership. All factual information provided to the Investment Partnership, WNC or their affiliates either in writing or orally, did not, at the time given, and does not, on the date hereof, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they are made. 1.3 Each of the representations and warranties contained in the Partnership Agreement is true and correct as of the date hereof. 1.4 Each of the covenants and agreements of the Partnership and the General Partner contained in the Partnership Agreement has been duly performed to the extent that performance of any covenant or agreement is required on or prior to the date hereof. 1.5 All conditions to admission of the Investment Partnership as the investment limited partner of the Partnership contained in the Partnership Agreement have been satisfied. 1.6 No default has occurred and is continuing under the Partnership Agreement or any of the Project Documents (as such term is defined in the Partnership Agreement) for the Partnership. 1.7 The Partnership will allocate to the Limited Partner the Projected Annual Tax Credits, or the Revised Projected Tax Credits, if applicable. 1.8 The General Partner agrees to take all actions necessary to claim the Projected Tax Credit, including, without limitation, the filing of Form(s) 8609 with the Internal Revenue Service. 1.9 No person or entity other than the Partnership holds any equity interest in the Apartment Complex.

Representations, Warranties and Covenants of the Partnership. The Partnership and the General Partner, jointly and severally, represent and warrant to, and agree with, the Selling Agent as follows: (a) The Partnership has prepared and filed with the Securities and Exchange Commission (the “SEC”) a registration statement and amendments thereto, on Form S-l (File No. 333-[____]), relating to the offer of sale of the Units under the Securities Act of 1933, as amended (the “Securities Act”), including the related preliminary prospectus. Such registration statement, as amended, at the time it becomes effective, and the final prospectus included therein, are herein respectively called the “Registration Statement” and the “Prospectus.” (b) At the time the Registration Statement becomes effective and during the period of the offering of Units, the Registration Statement and the Prospectus, and all amendments or supplements thereto, will comply in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein in light of the circumstances under which they were made not misleading; provided, however, that neither the Partnership nor the General Partner makes any representation or warranty as to statements or omissions made in reliance upon and in conformity with written information furnished to the Partnership or the General Partner, as the case may be, by the Selling Agent expressly for use therein. (c) The SEC has not issued any order preventing or suspending the use of any preliminary prospectus or the Prospectus nor are proceedings for that purpose pending, threatened, or, to the knowledge of the Partnership and the Original Limited Partner General Partner, contemplated by the SEC. (d) The PartnershipPartnership is a limited partnership duly formed, validly existing and in good standing under the General Partner and the Original Limited Partner jointly and severally represent, warrant and certify to the Investment Partnership and WNC that, with respect to the Partnership, as laws of the date hereof: 1.1 State of Delaware with full power and authority to conduct its business as described in the Prospectus. The Partnership is duly organized qualified to do business and is in good standing as a limited partnership pursuant to under the laws of any jurisdiction in which its ownership of property or conduct of business require it be so qualified. (e) The General Partner is a limited liability company duly organized, validly existing and in good standing under the laws of the state State of its formation Delaware with full power and authority to own its apartment complex (act as general partner of the "Apartment Complex") Partnership and to conduct its business; business as described in the Partnership, the General Partner and the Original Limited Partner have the power and authority to enter into and perform this Certification and Agreement; the execution and delivery of this Certification and Prospectus. (f) This Agreement by the Partnership, the General Partner and the Original Limited Partner have has been duly authorized, executed and validly authorized by all necessary action; delivered by, and is the execution and delivery of this Certification and Agreementvalid, the fulfillment of its terms and consummation of the transactions contemplated hereunder do not and will not conflict with or result in a violation, breach or termination of or constitute a default under (or would not result in such a conflict, violation, breach, termination or default with the giving of notice or passage of time or both) any other agreement, indenture or instrument by which the Partnership or any General Partner or Original Limited Partner is bound or any law, regulation, judgment, decree or order applicable to the Partnership or any General Partner or Original Limited Partner or any of their respective properties; this Certification and Agreement constitutes the valid legal and binding agreement of the Partnershipof, the General Partner Partnership and the Original Limited General Partner, enforceable against each of them in accordance with its terms. 1.2 The General Partner has delivered to the Investment Partnership, WNC or their affiliates all documents and information which would be material to a prudent investor in deciding whether to invest (g) Except as disclosed in the Partnership. All factual Prospectus, since the dates as of which information provided to is given in the Investment PartnershipProspectus, WNC there has not been any material adverse change in the condition, financial or their affiliates either otherwise, of the Partnership or the General Partner, or any transactions entered into by the Partnership or the General Partner, other than transactions in writing or orallythe ordinary course of business, did not, at the time given, and does not, on the date hereof, contain any untrue statement of a material fact or omit to state a material fact which are required to be stated therein disclosed in the Registration Statement or necessary to make the statements therein Prospectus that are not misleading in light of the circumstances under which they are madeso disclosed. 1.3 Each of the representations and warranties (i) The respective financial statements contained in the Partnership Agreement is true Registration Statement and correct as of the date hereof. 1.4 Each of Prospectus fairly present the covenants and agreements financial condition of the Partnership and the General Partner as of the dates specified, (ii) such financial statements have been prepared in accordance with generally accepted accounting principles consistently maintained throughout the periods involved, and (iii) Bxxxx Txxxx Xxxxxxx Xxxxxx, LLP, who has reported upon the financial statements of the Partnership and the General Partner is an independent publicly registered accounting firm as required by the Securities Act and the rules and regulations promulgated thereunder. (i) No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Partnership or the General Partner of their obligations in connection with the execution or delivery by the Partnership and the General Partner of this Agreement or the issuance and sale by the Partnership of the Units, except such as have been already obtained or will be obtained prior to the Initial Closing Date (as defined below). (j) There are no actions, suits or proceedings pending, or to the knowledge of the Partnership or the General Partner, threatened against the Partnership, the General Partner or any of their property, at law or in equity or before or by any federal or state commission, regulatory body or administrative agency or other governmental body, domestic or foreign, in which any adverse decision might have a material adverse effect on the business or property of the Partnership or the General Partner. (k) The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement by the Partnership will not conflict with or constitute a default under the Partnership Agreement, or any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Partnership or General Partner is a party, or any law, order, rule or regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Partnership or the General Partner or any of their property. (l) At the time of the delivery of the Units, the Units will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and will conform to the description thereof contained in the Partnership Agreement has been duly performed to the extent that performance of any covenant or agreement is required on or prior to the date hereofProspectus. 1.5 All conditions to admission of the Investment Partnership as the investment limited partner of the Partnership contained in the Partnership Agreement have been satisfied. 1.6 No default has occurred and is continuing under the Partnership Agreement or any of the Project Documents (as such term is defined in the Partnership Agreement) for the Partnership. 1.7 The Partnership will allocate to the Limited Partner the Projected Annual Tax Credits, or the Revised Projected Tax Credits, if applicable. 1.8 The General Partner agrees to take all actions necessary to claim the Projected Tax Credit, including, without limitation, the filing of Form(s) 8609 with the Internal Revenue Service. 1.9 No person or entity other than the Partnership holds any equity interest in the Apartment Complex.

Representations, Warranties and Covenants of the Partnership. The Partnership represents, warrants and covenants as of the General Partner and date this Agreement is executed as follows: (a) The Registration Statement, including the Original Limited Partner The Partnership, the General Partner and the Original Limited Partner jointly and severally represent, warrant and certify to the Investment Partnership and WNC thatProspectus, with respect to the Partnership, as Interests has been (i) prepared by the Partnership in conformity with the requirements of the date hereof:Act and the rules and regulations of the SEC promulgated thereunder, (ii) declared effective under the Act and (iii) filed with the SEC under the Act. Copies of the Registration Statement and each amendment heretofore filed or proposed to be filed (and of each related preliminary prospectus) have been delivered to you. 1.1 (b) The Partnership is duly organized and in good standing as a limited partnership pursuant SEC has not issued any order preventing or suspending the use of any preliminary prospectus or the Prospectus nor are any proceedings for that purpose pending, threatened or, to the laws of the state of its formation with full power and authority to own its apartment complex (the "Apartment Complex") and conduct its business; the Partnership, the General Partner and the Original Limited Partner have the power and authority to enter into and perform this Certification and Agreement; the execution and delivery of this Certification and Agreement by the Partnership, the General Partner and the Original Limited Partner have been duly and validly authorized by all necessary action; the execution and delivery of this Certification and Agreement, the fulfillment of its terms and consummation of the transactions contemplated hereunder do not and will not conflict with or result in a violation, breach or termination of or constitute a default under (or would not result in such a conflict, violation, breach, termination or default with the giving of notice or passage of time or both) any other agreement, indenture or instrument by which the Partnership or any General Partner or Original Limited Partner is bound or any law, regulation, judgment, decree or order applicable to the Partnership or any General Partner or Original Limited Partner or any of their respective properties; this Certification and Agreement constitutes the valid and binding agreement knowledge of the Partnership, contemplated by the General Partner SEC. The Registration Statement and the Original Limited PartnerProspectus and any further amendments or supplements thereto, enforceable against each of them including any post-effective amendments, will, when they become effective, conform in accordance with its terms. 1.2 The General Partner has delivered all material respects to the Investment Partnership, WNC or their affiliates all documents requirements of the Act and information which would be material to a prudent investor in deciding whether to invest in the Partnership. All factual information provided to rules and regulations of the Investment Partnership, WNC or their affiliates either in writing or orally, did not, at the time given, SEC promulgated thereunder and does not, on the date hereof, will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading therein, in light of the circumstances under which they are were made, not misleading; provided, however, that the Partnership makes no representation or warranty as to statements or omissions made in reliance upon and in conformity with written information furnished to the Partnership by you expressly for use therein. 1.3 Each (c) The General Partner has been duly organized in the State of Delaware and is validly existing and in good standing under the laws of the representations State of Delaware with power and warranties authority (corporate and other) to conduct its business and own its properties as described in the Prospectus. (d) The Partnership has been duly organized and is validly existing and in good standing under the laws of the State of Delaware with power and authority to conduct its business as described in the Prospectus. (e) Except as reflected in or contemplated by the Registration Statement or the Prospectus, since the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any material adverse change in the condition of the Partnership or the General Partner, financial or otherwise, or any transactions entered into by the Partnership or the General Partner, other than transactions in the ordinary course of business, which are required to be disclosed in the Registration Statement or the Prospectus that are not so disclosed. (f) The respective financial statements contained in the Partnership Agreement is true Registration Statement and correct as of the date hereof. 1.4 Each of Prospectus fairly present the covenants and agreements financial condition of the Partnership and the General Partner contained as of the dates specified; such financial statements have been prepared in accordance with generally accepted accounting principles consistently maintained throughout the periods involved; and Ernst & Young, LLP, who has reported upon certain of the financial statements of the Partnership and the General Partner, respectively, is an independent publicly registered accounting firm as required by the Act and the rules and regulations promulgated thereunder. (g) No consent, approval, authorization or other order of any governmental authority is required in connection with the execution or delivery by the Partnership of this Agreement has been duly performed or the issuance and sale by the Partnership of the Interests, except such as may be required under the Act or any State securities laws. (h) There are no actions, suits or proceedings pending, or to the knowledge of the Partnership, threatened against the Partnership, the General Partner or any of their property, at law or in equity or before or by any federal or State commission, regulatory body or administrative agency or other governmental body, domestic or foreign, in which any adverse decision might have a materially adverse effect on the business or property of the Partnership or the General Partner. (i) The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement by the Partnership will not conflict with or constitute a default under the Partnership Agreement, or any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Partnership or General Partner is a party, or any law, order, rule or regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Partnership or the General Partner or any of their property, except to the extent that performance the enforceability of any covenant the indemnity and/or contribution provision of the indemnity contained in Section 7 of this Agreement may be limited under the applicable laws and subject, as to enforcement, to insolvency, bankruptcy, reorganization or agreement is required on similar laws of general applicability relating to or prior affecting creditors’ rights and to general equitable principles. (j) The Partnership has full legal right, power and authority to enter into this Agreement and to perform the transactions contemplated hereby, except to the date hereofextent that the enforceability of the indemnity and/or contribution provisions contained in Section 7 of this Agreement may be limited under applicable securities laws. 1.5 All conditions to admission (k) At the time of the Investment Partnership as the investment limited partner delivery of the Partnership Interests, the Interests will have been duly authorized and validly issued, and upon payment therefor, will be fully paid and will conform to the description thereof contained in the Partnership Agreement Prospectus. (l) There are no contracts or other documents required to be filed as exhibits to the Registration Statement that have been satisfiednot so filed. 1.6 No default has occurred and is continuing under the Partnership Agreement or any of the Project Documents (as such term is defined in the Partnership Agreement) for the Partnership. 1.7 The Partnership will allocate to the Limited Partner the Projected Annual Tax Credits, or the Revised Projected Tax Credits, if applicable. 1.8 The General Partner agrees to take all actions necessary to claim the Projected Tax Credit, including, without limitation, the filing of Form(s) 8609 with the Internal Revenue Service. 1.9 No person or entity other than the Partnership holds any equity interest in the Apartment Complex.

Representations, Warranties and Covenants of the Partnership. the General Partner and the Original Limited Partner Partners The Partnership, the General Partner and the Original Limited Partner jointly and severally represent, warrant and certify to the Investment Partnership and WNC that, with respect to the Partnership, as of the date hereof: 1.1 The Partnership is duly organized and in good standing as a limited partnership pursuant to the laws of the state of its formation with full power and authority to own its apartment complex (the "Apartment Complex") and conduct its business; the Partnership, the General Partner and the Original Limited Partner have the power and authority to enter into and perform this Certification and Agreement; the execution and delivery of this Certification and Agreement by the Partnership, the General Partner and the Original Limited Partner have been duly and validly authorized by all necessary action; the execution and delivery of this Certification and Agreement, the fulfillment of its terms and consummation of the transactions contemplated hereunder do not and will not conflict with or result in a violation, breach or termination of or constitute a default under (or would not result in such a conflict, violation, breach, termination or default with the giving of notice or passage of time or both) any other agreement, indenture or instrument by which the Partnership or any General Partner or Original Limited Partner is bound or any law, regulation, judgment, decree or order applicable to the Partnership or any General Partner or Original Limited Partner or any of their respective properties; this Certification and Agreement constitutes the valid and binding agreement of the Partnership, the General Partner and the Original Limited Partner, enforceable against each of them in accordance with its terms. 1.2 The General Partner has delivered to the Investment Partnership, WNC or their affiliates all documents and information which would be material to a prudent investor in deciding whether to invest in the Partnership. All factual information provided to the Investment Partnership, WNC or their affiliates either in writing or orally, did not, at the time given, and does not, on the date hereof, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they are made. 1.3 Each of the representations and warranties contained in the Partnership Agreement is true and correct as of the date hereof. 1.4 Each of the covenants and agreements of the Partnership and the General Partner contained in the Partnership Agreement has been duly performed to the extent that performance of any covenant or agreement is required on or prior to the date hereof. 1.5 All conditions to admission of the Investment Partnership as the investment limited partner of the Partnership contained in the Partnership Agreement have been satisfied. 1.6 No default has occurred and is continuing under the Partnership Agreement or any of the Project Documents (as such term is defined in the Partnership Agreement) for the Partnership. 1.7 The Partnership will allocate to the Limited Partner the Projected Annual Tax Credits, or Credits and shall allocate to the Revised Special Limited Partner the Projected Annual Missouri Tax Credits, if applicable. 1.8 The General Partner agrees to take all actions necessary to claim the Projected Tax Credit, including, without limitation, the filing of Form(s) 8609 with the Internal Revenue Service. 1.9 No person or entity other than the Partnership holds any equity interest in the Apartment Complex.

Representations, Warranties and Covenants of the Partnership. the General Partner and the Original Limited Partner The Partnership, the General Partner and the Original Limited Partner jointly and severally represent, warrant and certify to the Investment Partnership and WNC that, with respect to the Partnership, as of the date hereof: 1.1 The Partnership is duly organized and in good standing as a limited partnership pursuant to the laws of the state of its formation with full power and authority to own its apartment complex (the "Apartment Complex") and conduct its business; the Partnership, the General Partner and the Original Limited Partner have the power and authority to enter into and perform this Certification and Agreement; the execution and delivery of this Certification and Agreement by the Partnership, the General Partner and the Original Limited Partner have been duly and validly authorized by all necessary action; the execution and delivery of this Certification and Agreement, the fulfillment of its terms and consummation of the transactions contemplated hereunder do not and will not conflict with or result in a violation, breach or termination of or constitute a default under (or would not result in such a conflict, violation, breach, termination or default with the giving of notice or passage of time or both) any other agreement, indenture or instrument by which the Partnership or any General Partner or Original Limited Partner is bound or any law, regulation, judgment, decree or order applicable to the Partnership or any General Partner or Original Limited Partner or any of their respective properties; this Certification and Agreement constitutes the valid and binding agreement of the Exhibit C Partnership, the General Partner and the Original Limited Partner, enforceable against each of them in accordance with its terms. 1.2 The General Partner has delivered to the Investment Partnership, WNC or their affiliates all documents and information which would be material to a prudent investor in deciding whether to invest in the Partnership. All factual information provided to the Investment Partnership, WNC or their affiliates either in writing or orally, did not, at the time given, and does not, on the date hereof, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they are made. 1.3 Each of the representations and warranties contained in the Partnership Agreement is true and correct as of the date hereof. 1.4 Each of the covenants and agreements of the Partnership and the General Partner contained in the Partnership Agreement has been duly performed to the extent that performance of any covenant or agreement is required on or prior to the date hereof. 1.5 All conditions to admission of the Investment Partnership as the investment limited partner of the Partnership contained in the Partnership Agreement have been satisfied. 1.6 No default has occurred and is continuing under the Partnership Agreement or any of the Project Documents (as such term is defined in the Partnership Agreement) for the Partnership. 1.7 The Partnership will allocate to the Limited Partner the Projected Annual Tax Credits, or the Revised Projected Tax Credits, if applicable. 1.8 The General Partner agrees to take all actions necessary to claim the Projected Tax Credit, including, without limitation, the filing of Form(s) 8609 with the Internal Revenue Service. 1.9 No person or entity other than the Partnership holds any equity interest in the Apartment Complex.

Representations, Warranties and Covenants of the Partnership. the General Partner and the Original Limited Partner The Partnership, the General Partner and the Original Limited Partner jointly and severally represent, warrant and certify to the Investment Partnership and WNC that, with respect to the Partnership, as of the date hereof: 1.1 The Partnership is duly organized and in good standing as a limited partnership pursuant to the laws of the state of its formation with full power and authority to own its apartment complex housing (the "Apartment ComplexHousing") and conduct its business; the Partnership, the General Partner and the Original Limited Partner have the power and authority to enter into and perform this Certification and Agreement; the execution and delivery of this Certification and Agreement by the Partnership, the General Partner and the Original Limited Partner have been duly and validly authorized by all necessary action; the execution and delivery of this Certification and Agreement, the fulfillment of its terms and consummation of the transactions contemplated hereunder do not and will not conflict with or result in a violation, breach or termination of or constitute a default under (or would not result in such a conflict, violation, breach, termination or default with the giving of notice or passage of time or both) any other agreement, indenture or instrument by which the Partnership or any General Partner or Original Limited Partner is bound or any law, regulation, judgment, decree or order applicable to the Partnership or any General Partner or Original Limited Partner or any of their respective properties; this Certification and Agreement constitutes the valid and binding agreement of the Partnership, the General Partner and the Original Limited Partner, enforceable against each of them in accordance with its terms. 1.2 The General Partner has delivered to the Investment Partnership, WNC or their affiliates all documents and information which would be material to a prudent investor in deciding whether to invest in the Partnership. All factual information provided to the Investment Partnership, WNC or their affiliates either in writing or orally, did not, at the time given, and does not, on the date hereof, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they are made. 1.3 Each of the representations and warranties contained in the Partnership Agreement is true and correct as of the date hereof. 1.4 Each of the covenants and agreements of the Partnership and the General Partner contained in the Partnership Agreement has been duly performed to the extent that performance of any covenant or agreement is required on or prior to the date hereof. 1.5 All conditions to admission of the Investment Partnership as the investment limited partner of the Partnership contained in the Partnership Agreement have been satisfied. 1.6 No default has occurred and is continuing under the Partnership Agreement or any of the Project Documents (as such term is defined in the Partnership Agreement) for the Partnership. 1.7 The Partnership will allocate to the Limited Partner Investment Partnership the Projected Annual Tax Credits, or the Revised Projected Tax Credits, if applicable. 1.8 The General Partner agrees to take all actions necessary to claim the Projected Tax Credit, including, without limitation, the filing of Form(s) 8609 with the Internal Revenue Service. 1.9 No person or entity other than the Partnership holds any equity interest in the Apartment ComplexHousing.

Representations, Warranties and Covenants of the Partnership. the General Partner and the Original Limited Partner The Partnership, the General Partner and the Original Limited Partner jointly and severally represent, warrant and certify to the Investment Partnership and WNC that, with respect to the Partnership, as of the date hereof: 1.1 The Partnership is duly organized and in good standing as a limited partnership pursuant to the laws of the state of its formation with full power and authority to own its apartment complex (the "Apartment Complex") and conduct its business; the Partnership, the General Partner and the Original Limited Partner have the power and authority to enter into and perform this Certification and Agreement; the execution and delivery of this Certification and Agreement by the Partnership, the General Partner and the Original Limited Partner have been duly and validly authorized by all necessary action; the execution and delivery of this Certification and Agreement, the fulfillment of its terms and consummation of the transactions contemplated hereunder do not and will not conflict with or result in a violation, breach or termination of or constitute a default under (or would not result in such a conflict, violation, breach, termination or default with the giving of notice or passage of time or both) any other agreement, indenture or instrument by which the Partnership or any General Partner or Original Limited Partner is bound or any law, regulation, judgment, decree or order applicable to the Partnership or any General Partner or Original Limited Partner or any of their respective properties; this Certification and Agreement constitutes the valid and binding agreement of the Partnership, the General Partner and the Original Limited Partner, enforceable against each of them in accordance with its terms. 1.2 The General Partner has delivered to the Investment Partnership, WNC or their affiliates all documents and information which would be material to a prudent investor in deciding whether to invest in the Partnershipthey have requested. All factual information provided to the Investment Partnership, WNC or their affiliates either in writing or orally, did not, at the time given, and does not, on the date hereof, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they are made. 1.3 Each of the representations and warranties contained in the Partnership Agreement is true and correct as of the date hereof. 1.4 Each of the covenants and agreements of the Partnership and the General Partner contained in the Partnership Agreement has been duly performed to the extent that performance of any covenant or agreement is required on or prior to the date hereof. 1.5 All conditions to admission of the Investment Partnership as the investment limited partner of the Partnership contained in the Partnership Agreement have been satisfied. 1.6 No material default has occurred and is continuing under the Partnership Agreement or any of the Project Documents (as such term is defined in the Partnership Agreement) for the Partnership. 1.7 The Partnership will allocate to the Limited Partner the Projected Annual Actual Tax Credits, or the Revised Projected Tax Credits, if applicable. 1.8 The General Partner agrees to take all actions necessary to claim the Projected Tax Credit, including, without limitation, the filing of Form(s) 8609 with the Internal Revenue Service. 1.9 No person or entity other than the Partnership holds any equity interest in the Apartment Complex.

Representations, Warranties and Covenants of the Partnership. the General Partner and the Original Limited Partner The Partnership, the General Partner and the Original Limited Partner jointly and severally represent, warrant and certify to the Investment Partnership and WNC that, with respect to the Partnership, as of the date hereof: 1.1 The Partnership is duly organized and in good standing as a limited partnership pursuant to the laws of the state of its formation with full power and authority to own its apartment complex (the "Apartment ComplexHousing") and conduct its business; the Partnership, the General Partner and the Original Limited Partner have the power and authority to enter into and perform this Certification and Agreement; the execution and delivery of this Certification and Agreement by the Partnership, the General Partner and the Original Limited Partner have been duly and validly authorized by all necessary action; the execution and delivery of this Certification and Agreement, the fulfillment of its terms and consummation of the transactions contemplated hereunder do not and will not conflict with or result in a violation, breach or termination of or constitute a default under (or would not result in such a conflict, violation, breach, termination or default with the giving of notice or passage of time or both) any other agreement, indenture or instrument by which the Partnership or any General Partner or Original Limited Partner is bound or any law, regulation, judgment, decree or order applicable to the Partnership or any General Partner or Original Limited Partner or any of their respective properties; this Certification and Agreement constitutes the valid and binding agreement of the Partnership, the General Partner and the Original Limited Partner, enforceable against each of them in accordance with its terms. 1.2 The General Partner has delivered to the Investment Partnership, WNC or their affiliates all documents and information which would be material to a prudent investor in deciding whether to invest in the Partnership. All factual information provided to the Investment Partnership, WNC or their affiliates either in writing or orally, did not, at the time given, and does not, on the date hereof, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they are made. 1.3 Each of the representations and warranties contained in the Partnership Agreement is true and correct as of the date hereof. 1.4 Each of the covenants and agreements of the Partnership and the General Partner contained in the Partnership Agreement has been duly performed to the extent that performance of any covenant or agreement is required on or prior to the date hereof. 1.5 All conditions to admission of the Investment Partnership as the investment limited partner of the Partnership contained in the Partnership Agreement have been satisfied. 1.6 No default has occurred and is continuing under the Partnership Agreement or any of the Project Documents (as such term is defined in the Partnership Agreement) for the Partnership. 1.7 The Partnership will allocate to the Limited Partner the Projected Annual Tax Credits, or the Revised Projected Tax Credits, if applicable. 1.8 The General Partner agrees to take all actions necessary to claim the Projected Tax Credit, including, without limitation, the filing of Form(s) 8609 with the Internal Revenue Service. 1.9 No person or entity other than the Partnership holds any equity interest in the Apartment Complex.