Common use of Return of Capital Contributions Clause in Contracts

Return of Capital Contributions. (a) Failure to Achieve Development and/or Tax Credit Benchmarks and Standards. If (i) the buildings comprising the Apartment Complex are not placed in service prior to January 31, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) or (ii) by December 31, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) less than 100% of the Low-Income Apartment Units shall have been occupied by Qualified Tenants, or (iii) Permanent Mortgage Commencement shall not have occurred prior to March 1, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), or (iv) State Designation shall not have occurred by July 1, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), or (v) the Partnership shall fail to meet the Minimum Set- Aside Test or the Rent Restriction Test by the close of the first year of the Credit Period and/or fails to continue to meet either of those Tests at any time during the sixty (60)-month period commencing on such date, or (vi) prior to Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced under the Construction Mortgage and such proceedings shall not have been dismissed within sixty (60) days, (b) any of the commitments of the Permanent Lender to provide the Permanent Mortgage financing shall be terminated or withdrawn and not reinstated or replaced within ninety (90) days with terms equal or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of the Permanent Lender shall have been obtained or (c) the Construction Lender shall have irrevocably refused to make any further advances under the Construction Mortgage and such decision shall not have been reversed or the Construction Lender replaced within sixty (60) days, or (vii) after Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced and such proceedings shall not have been dismissed within thirty (30) days, (b) the commitments of Permanent Lender to provide the Permanent Mortgage and/or any subsidy financing shall be terminated or withdrawn and not reinstated or replaced within sixty (60) days with terms equally or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of any Agency shall have been obtained, or (viii) if by December 31, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), the Investment Limited Partner shall not have received, in form and substance satisfactory to the Investment Limited Partner, the certification of the Auditors that as of a date no later than December 31, 1996, the Partnership had incurred capitalizable costs with respect to the Apartment Complex of at least ten percent (10%) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 1998, so that each building in the Apartment Complex is a "qualified building" for the purposes of Section 42(h)(1)(E)(ii) of the Code, or (ix) if at any time it shall be determined by the Service or by the Tax Accountants that as of December 31, 1996 the Partnership had not incurred capitalizable costs with respect to the Apartment Complex of at least ten percent (10%) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 1998, or (x) the Completion Date has not occurred by January 31, 1997, or (xi) Breakeven Point has not been achieved within twelve (12) months after the Completion Date (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), or (xii) the General Partners shall, at any time, fail to make any Subordinated Loan required to be made by them hereunder, or fail to make any payment required to be made by them under Sections 5.1(c) or (e), then within fifteen (15) days of the occurrence thereof, send to the Investment Limited Partner and the Special Limited Partner notice of such event and of the General Partners' obligation to repurchase the Interests of the Investment Limited Partner and the Special Limited Partner by paying to the Investment Limited Partner and the Special Limited Partner an amount (the "Repurchase Amount") equal to each such Partner's Invested Amount minus the amount, if any, of such Partner's Capital Contribution which shall not yet have been paid (or deemed to have been paid) to the Partnership plus the amount of any third party costs, including, but not limited to, attorney's fees incurred by or on behalf of such Partner in implementing this Section 5.2(a) in the event the Investment Limited Partner and/or the Special Limited Partner requires such a repurchase. If either the Special Limited Partner or the Investment Limited Partner elects to require a repurchase of its Interest and the payment to it of an amount equal to its Repurchase Amount, it shall send notice thereof to the Partnership within thirty (30) days after the mailing date of the General Partners' notice, or at any time after the occurrence of any of the foregoing if the General Partners shall not have sent such a notice thereof, and the General Partners shall within ten (10) days after the Partnership receives any such notice from a Partner requiring the purchase of its Interest repurchase the Interest of such Partner and the Special Limited Partner by paying to each such Partner an amount equal to its Repurchase Amount.

Return of Capital Contributions. (a) Failure to Achieve Development and/or Tax Credit Benchmarks and Standards. If (i) all of the buildings comprising apartment units in the Apartment Complex are shall not have been placed in service prior to January by December 31, 1997 1997, (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) or (ii) by December 31, 1997 1998, (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) less than 100% of apartment units in the Low-Income Apartment Units Complex shall have been occupied by Qualified Tenants, or (iii) Permanent Mortgage Commencement shall not have occurred prior to March 1December 31, 1997 1998, (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), or (iv) State Designation shall not have occurred by July 1August 30, 1997 1998, (or any later date fixed by the General Partners Partner with the Consent of the Investment Limited Partner), or (v) the Partnership shall fail to meet the Minimum Set- Set-Aside Test or the Rent Restriction Test by the close of the first year of the Credit Period and/or fails to continue to meet either of those Tests at any time during the sixty (60)-month period commencing on such date, date or (vi) prior to Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced under the Construction Mortgage and such proceedings shall not have been dismissed within sixty (60) days, (b) any of the commitments of the Permanent any Lender or Agency to provide the Permanent Mortgage and/or any subsidy financing shall be terminated or withdrawn and not reinstated or replaced within ninety (90) days with terms equal equally or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of the Permanent any Lender or Agency shall have been obtained obtained, or (c) the Construction Lender shall have irrevocably refused to make any further advances under the Construction Mortgage and such decision shall not have been reversed or the Construction Lender replaced within sixty (60) days, or (vii) after Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced and such proceedings shall not have been dismissed within thirty (30) days, (b) the commitments of Permanent Lender to provide the Permanent Mortgage and/or any subsidy financing shall be terminated or withdrawn and not reinstated or replaced within sixty (60) days with terms equally or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of any Agency shall have been obtained, or (viii) if by December 31, 1997 Admission (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), the Investment Limited Partner shall not have receivedreceived a written certification of the Auditors, in a form and in substance satisfactory to Boston Capital, as to the Investment Limited Partner, the certification respective amounts of the Auditors that as of a date no later than December 31, 1996, Qualified Basis and the Partnership had incurred capitalizable costs with respect Applicable Percentage pertaining to the Apartment Complex of at least ten percent (10%) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 1998, so that each building in the Apartment Complex is a "qualified building" for the purposes of Section 42(h)(1)(E)(ii) of the CodeComplex, or (viii) if by April 30, 1999, Rental Achievement has not been achieved or, (ix) Carryover Certification has not been achieved by December 31, 1995, or (x) if at any time it shall be is determined by the Service or by Auditors, the Tax Accountants Accountants, or the Service that as of December 31, 1996 1995, the Partnership did not own land or depreciable property constituting part of the Apartment Complex and/or had not incurred capitalizable costs with respect to the Apartment Complex of at least ten percent (10%) of the Partnership's reasonably reasonable expected basis in the Apartment Complex as of December 31, 1998, or (x) the Completion Date has not occurred by January 31, 1997, or (xi) Breakeven Point has not been achieved within twelve (12) months after the Completion Date (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), or (xii) then the General Partners shall, at any time, fail to make any Subordinated Loan required to be made by them hereunder, or fail to make any payment required to be made by them under Sections 5.1(c) or (e), then within fifteen (15) days of the occurrence thereof, send to the Investment Limited Partner and the Special Limited Partner notice of such event and of the General Partners' obligation to repurchase the Interests of the Investment Limited Partner and the Special Limited Partner by paying to the Investment Limited Partner and the Special Limited Partner an amount (the "Repurchase Amount") equal to each such Partner's Invested Amount minus the amount, if any, of such Partner's Capital Contribution which shall not yet have been paid (or deemed to have been paid) to the Partnership plus the amount of any third party costs, including, but not limited to, attorney's fees incurred by or on behalf of such Partner in implementing this Section 5.2(a) in the event the Investment Limited Partner and/or the Special Limited Partner requires such a repurchaseso require. If either the Special Limited Partner or the Investment Limited Partner elects to require a repurchase of its Interest and the payment to it of an amount equal to its Repurchase Invested Amount, it shall send notice thereof to the Partnership within thirty (30) days after the mailing date of the General Partners' notice, notice (or at any time after the occurrence of any of the foregoing if the General Partners shall not have sent such a notice thereof, ) and the General Partners shall within ten thirty (1030) days after the Partnership receives any such notice from a Partner requiring the purchase of its Interest thereafter repurchase the Interest of such Partner and the Special Limited Partner by paying to each such Partner an amount equal to its Repurchase AmountInvested Amount plus the amount of any third party costs incurred by or on behalf of such Partner in implementing this Section 5.2(a).

Return of Capital Contributions. (a) Failure to Achieve Development Developmental and/or Tax Credit Benchmarks and Standards. If (i) a final determination is made by the buildings comprising Service, and not successfully contested in court by the Partnership or the General Partner, that the Apartment Complex are was not placed in service for the purposes of Section 42 of the Code by December 31, 1995, or (ii) Permanent Mortgage Commencement shall not have occurred prior to January December 31, 1997 1996 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) or (ii) by December 31, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) less than 100% of the Low-Income Apartment Units shall have been occupied by Qualified TenantsPartners), or (iii) Permanent Mortgage Commencement shall not have occurred prior to March 1, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), or (iv) State Designation shall not have occurred by July 1, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), or (v) the Partnership shall fail to meet the Minimum Set- Set-Aside Test or the Rent Restriction Test by the close of the first year of after the Credit Period Completion Date and/or fails to continue to meet either of those Tests at any time during the sixty (60)-month period commencing on the date such datetests are first met, or (viiv) prior to Permanent Mortgage Commencement, (ax) foreclosure proceedings shall have commenced under the Construction Mortgage and such proceedings shall not have been dismissed within sixty thirty (6030) days, (b) any of the commitments of the Permanent Lender to provide the Permanent Mortgage financing shall be terminated or withdrawn and not reinstated or replaced within ninety (90) days with terms equal or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of the Permanent Lender shall have been obtained or (cy) the Construction Lender shall have irrevocably refused to make any further advances under the Construction Mortgage and such decision shall not have been reversed or the Construction Lender replaced within sixty one hundred (60100) days, or (vii) after Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced and such proceedings shall not have been dismissed within thirty (30) days, (b) the commitments of Permanent Lender to provide the Permanent Mortgage and/or any subsidy financing shall be terminated or withdrawn and not reinstated or replaced within sixty (60) days with terms equally or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of any Agency shall have been obtained, or (viii) if by December 31, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), the Investment Limited Partner shall not have received, in form and substance satisfactory to the Investment Limited Partner, the certification of the Auditors that as of a date no later than December 31, 1996, the Partnership had incurred capitalizable costs with respect to the Apartment Complex of at least ten percent (10%) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 1998, so that each building in the Apartment Complex is a "qualified building" for the purposes of Section 42(h)(1)(E)(ii) of the Code, or (ixv) if at any time it shall be determined by the Service or by the Tax Accountants Auditors that as of December 31, 1996 1993 the Partnership had not incurred capitalizable costs with respect to the Apartment Complex of at least ten percent (10%) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 19981995 and no contrary position is properly and successfully taken by the Partnership on any original or amended tax return or other administrative or judicial filing, or (xvi) the Completion Date Rental Achievement has not occurred by January 31, 1997within one year following the Completion Date, or (xivii) Breakeven Point has not been achieved within twelve (12) months after the Completion Date (or at any later date fixed by time the General Partners with the Consent of the Investment Limited Partner)Partner fails to make a Subordinated Loan as required by this Agreement, or (xii) then the General Partners shall, at any time, fail to make any Subordinated Loan required to be made by them hereunder, or fail to make any payment required to be made by them under Sections 5.1(c) or within five (e), then within fifteen (155) days of the occurrence thereof, send to the Investment Limited Partner Partners and the Special Limited Partner notice of such event and of the General Partners' obligation to repurchase the Interests of the Investment Limited Partner Partners and the Special Limited Partner by paying to the Investment Limited Partner Partners (in accordance with the Investment Capital Ratio) and the Special Limited Partner an amount (the "Repurchase Amount") equal to each such Partner's Invested Amount minus the amount, if any, of such Partner's Capital Contribution which shall not yet have been paid (or deemed to have been paid) to the Partnership plus the amount of any third third-party costs, including, but not limited to, attorney's fees incurred by or on behalf of such Partner in implementing this Section 5.2(a) in the event the Investment Limited Partner Partners and/or the Special Limited Partner requires require such a repurchase. If either the Special Limited Partner or the Investment Limited Partner Partners elects to require a repurchase of its Interest and the payment to it of an amount equal to its Repurchase Amount, it shall send notice thereof to the Partnership within thirty (30) days after the mailing date of the General Partners' notice, or at any time after the occurrence of any of the foregoing if the General Partners shall not have sent such a notice thereof, and the General Partners shall within ten (10) days after the Partnership receives any such notice from a Partner requiring requesting the purchase of its Interest repurchase the Interest of such Partner and the Special Limited Partner by paying to each such Partner an amount equal to its Repurchase Amount.

Return of Capital Contributions. (a) Failure to Achieve Development and/or Tax Credit Benchmarks and Standards. If (i) the buildings comprising all 44 apartment units in the Apartment Complex are shall not have been placed in service prior to January by December 31, 1997 1998 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) or (ii) the Completion Date has not occurred by December 31September 1, 1997 1999 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) less than 100% of the Low-Income Apartment Units shall have been occupied by Qualified Tenants), or (iii) Permanent Mortgage Commencement shall not have occurred prior to March 1December 31, 1997 1999 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), or (iv) State Designation shall not have occurred by July 1December 31, 1997 1998 (or any later date fixed by the General Partners Partner with the Consent of the Investment Limited Partner), or (v) the Partnership shall fail to meet the Minimum Set- Set-Aside Test or the Rent Restriction Test by the close within 12 months of the first year of date upon which the Credit Period final building in the Apartment Complex is placed in service and/or fails to continue to meet either of those Tests such Test at any time during the sixty (60)-month period commencing on such date, date or (vi) prior to Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced under the Construction Mortgage and such proceedings shall not have been dismissed within sixty (60) days, (b) Commencement any of the commitments of the Permanent Lender to provide the Permanent Mortgage financing shall be terminated or withdrawn and not reinstated or replaced within ninety (90) days with terms equal or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of the Permanent Lender shall have been obtained or (c) the Construction Lender shall have irrevocably refused to make any further advances under the Construction Mortgage and such decision shall not have been reversed or the Construction Lender replaced within sixty (60) days, or (vii) after Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced and such proceedings shall not have been dismissed within thirty (30) days, (b) the commitments of Permanent Lender to provide the Permanent Mortgage and/or any subsidy financing shall be terminated or withdrawn and not reinstated or replaced within sixty ninety (6090) days with terms equally or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of any Agency shall have been obtained, or (viiivii) if by December 31, 1997 Admission (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), the Investment Limited Partner shall not have received, in form and substance satisfactory to the Investment Limited Partner, the certification of the Auditors that as of a date no later than December 31, 1996, 1997 the Partnership had has incurred capitalizable costs with respect to the Apartment Complex of at least ten percent (10%) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 1998, 1999 so that each building in the Apartment Complex is a "qualified building" building for the purposes of Section 42(h)(1)(E)(ii42 (h)(1)(E)(ii) of the Code, or (ix) if at any time it shall be determined by the Service or by the Tax Accountants that as of December 31, 1996 1997 the Partnership had not incurred capitalizable costs with respect to the Apartment Complex of at least ten percent (10%) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 19981999, or (x) the Completion Date has if Independent Cost Certification shall not have occurred by January December 31, 19971998 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), or (xi) the Breakeven Point has not been achieved occurred within twelve (12) months after of the Completion Date (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), or (xii) the General Partners shall, at any time, fail Partner fails to make any Subordinated Loan as required to be made by them hereunderSections 6.5, or fail to make any payment required to be made by them under Sections 5.1(c) or (e)6.10 and 6.12, then the General Partners shall, within fifteen (15) days of the occurrence thereof, send to the Investment Limited Partner and the Special Limited Partner notice of such event and of the General Partners' their obligation to repurchase the Interests of the Investment Limited Partner and the Special Limited Partner by paying to the Investment Limited Partner and the Special Limited Partner an amount (the "Repurchase Amount") equal to each such Partner's Invested Amount minus the amount, if any, of such Partner's Capital Contribution which shall not yet have been paid (or deemed to have been paid) to the Partnership plus the amount of any third party costs, including, but not limited to, attorney's fees incurred by or on behalf of such Partner in implementing this Section 5.2(a) in the event the Investment Limited Partner and/or the Special Limited Partner requires such a repurchase. If either the Special Limited Partner or the Investment Limited Partner elects to require a repurchase of its Interest and the payment to it of an amount equal to its the Repurchase Amount, it shall send notice thereof to the Partnership within thirty (30) days after the mailing date of the General Partners' notice, notice (or at any time after the occurrence of any of the foregoing if the General Partners shall not have sent such a notice thereof, ) and the General Partners shall within ten thirty (1030) days after the Partnership receives any such notice from a Partner requiring the purchase of its Interest thereafter repurchase the Interest of such Partner and the Special Limited Partner by paying to each such Partner an amount equal to its Repurchase Amount.

Return of Capital Contributions. (a) Failure to Achieve Development Developmental and/or Tax Credit Benchmarks and Standards. If If: (i1) all of the buildings comprising the Low-Income Apartment Complex are Units shall not have been placed in service prior to January 31by October 30, 1997 1998 (or any later date fixed by the Managing General Partners Partner with the Consent of the Investment Limited Partner) or ), or (ii2) by December 31October 30, 1997 1998 (or any later date fixed by the Managing General Partners Partner with the Consent of the Investment Limited Partner) less than 100% of 72 apartment units in the Low-Income Apartment Units Complex shall have been occupied by Qualified Tenants, or or (iii3) Permanent Mortgage Commencement shall not have occurred prior to March 1October 30, 1997 1998 (or any later date fixed by the Managing General Partner with the Consent of the Investment Limited Partner), or (4) State Designation shall not have occurred by December 31, 1998 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), or or (iv) State Designation shall not have occurred by July 1, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), or (v5) the Partnership shall fail to meet the Minimum Set- Set-Aside Test or the Rent Restriction Test by the close of the first year of the Credit Period and/or fails to continue to meet either of those Tests at any time during the sixty (60)-month period commencing on such date, or or (vi6) prior to Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced under the Construction Mortgage and such proceedings shall not have been dismissed within sixty thirty (6030) days, (b) any of the commitments of the Permanent any Lender or Agency to provide the Permanent Mortgage financing shall be terminated or withdrawn and not reinstated or replaced within ninety (90) days with terms equal or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of the Permanent Lender shall have been obtained or (c) the Construction Lender shall have irrevocably refused to make any further advances under the Construction Mortgage and such decision shall not have been reversed or the Construction Lender replaced within sixty (60) days, or (vii) after Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced and such proceedings shall not have been dismissed within thirty (30) days, (b) the commitments of Permanent Lender to provide the Permanent Mortgage Mortgages and/or any subsidy financing shall be terminated or withdrawn and not reinstated or replaced within sixty (60) days with terms equally or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of any Agency or other Lender shall have been obtained, or (viiic) the Construction Lender shall have irrevocably refused to make any further advances under the Construction Mortgage and such decision shall not have been reversed or the Construction Lender replaced within thirty (30) days, or (7) if by December 31October 30, 1997 1998 (or any later date fixed by the Managing General Partners Partner with the Consent of the Investment Limited Partner), the Investment Limited Partner shall not have received, in form and substance satisfactory to the Investment Limited Partner, the certification of the Auditors that as of a date no later than December 31, 19961997, the Partnership will have had incurred capitalizable costs with respect to the Apartment Complex of at least ten percent per cent (10%) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 19981999, so that each building in the Apartment Complex is a "qualified building" for the purposes of Section 42(h)(1)(E)(ii) of the Code, or or (ix) 8) if at any time it shall be determined by the Service or by the Tax Accountants that as of December 31, 1996 1997 the Partnership had not incurred capitalizable costs with respect to the Apartment Complex of at least ten percent per cent (10%) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 19981999, or or (x9) the Completion Date has not occurred if by January December 31, 1997, or (xi) Breakeven Point has not been achieved within twelve (12) months after the Completion Date 1998 (or any later date fixed by the Managing General Partners Partner with the Consent of the Investment Limited Partner)) Cost Certification shall not have occurred, or (10) if by January 31, 1998 (or any later date fixed by the Managing General Partner with the Consent of the Investment Limited Partner) Breakeven shall not have been achieved, or (xii11) the Managing General Partners shall, at any time, fail Partner fails to make any Subordinated Loan required advances necessary to be made by them hereunder, or fail fund payment of the Asset Management Fee pursuant to make any payment required to be made by them under Sections 5.1(c) or (e)Section 6.13, then the Managing General Partner shall, within fifteen five (155) days of the occurrence thereof, send to the Investment Limited Partner and the Special Limited Partner notice of such event and of the Managing General Partners' Partner's obligation to repurchase the Interests of the Investment Limited Partner and the Special Limited Partner by paying to the Investment Limited Partner and the Special Limited Partner an amount (the "Repurchase Amount") equal to each such Partner's Invested Amount minus the amount, if any, of such Partner's Capital Contribution which shall not yet have been paid (or deemed to have been paid) to the Partnership plus the amount of any third third-party costs, including, but not limited to, attorney's fees incurred by or on behalf of such Partner in implementing this Section 5.2(a) in the event the Investment Limited Partner and/or the Special Limited Partner requires such a repurchase. If either the Special Limited Partner or the Investment Limited Partner elects to require a repurchase of its Interest and the payment to it of an amount equal to its Repurchase Amount, it shall send notice thereof to the Partnership within thirty (30) days after the mailing date of the Managing General Partners' Partner's notice, or at any time after the occurrence of any of the foregoing if the Managing General Partners Partner shall not have sent such a notice thereof, and the Managing General Partners Partner shall within ten (10) days after the Partnership receives any such notice from a Partner requiring requesting the purchase of its Interest repurchase the Interest of such Partner and the Special Limited Partner by paying to each such Partner an amount equal to its Repurchase Amount.

Return of Capital Contributions. (a) Failure to Achieve Development and/or Tax Credit Benchmarks and Standards. If (i) the buildings comprising all 38 apartment units in the Apartment Complex are shall not have been placed in service prior to January by December 31, 1997 1996 (or any later date fixed by for purposes of satisfying the General Partners with the Consent requirements of Section 42(h)(1)(E)(i) of the Investment Limited Partner) Code with respect to the 1994 Tax Credit allocation), or (ii) by December 3112 months from the Completion Date, 1997 (or any later date fixed by the General Partners with the Consent fewer than 38 of the Investment Limited Partner) less than 100% of apartment units in the Low-Income Apartment Units Complex shall have been occupied by Qualified Tenantstenants meeting the terms of the Minimum Set-Aside Test under executed leases which shall have received any Requisite Approvals at rental levels meeting the requirements of the Rent Restriction Test, or (iii) Permanent Mortgage Commencement shall not have occurred prior to March January 1, 1997 (or any later date fixed by the General Partners Partner with the Consent of the Investment Special Limited Partner), or (iv) State Designation shall not have occurred by July 1January 31, 1997 (or any later date fixed by the General Partners Partner with the Consent of the Special Limited Partner) and by said date the General Partner shall not have made any payment as described in the next to last sentence of Section 5.1(e) or, if the Investment Limited Partner shall have elected to have all or a portion of any payment under Section 5.1(e) applied toward future Installment obligations of the Investment Limited Partner), amendments to this Agreement shall not have been adopted and filed in the Filing Office, reflecting such event, or (v) the Partnership shall fail to meet the Minimum Set- Set-Aside Test or the Rent Restriction Test by the close of the first year of the Credit Period and/or fails to continue to meet either of those Tests such tests at any time during the sixty (60)-month period commencing on such date, or (vi) prior to Permanent Mortgage Commencement, (aA) foreclosure proceedings shall have commenced under the Construction any Mortgage and such proceedings shall not have been dismissed within sixty (60) days, (b) any of the commitments of the Permanent Lender to provide the Permanent Mortgage financing shall be terminated or withdrawn and not reinstated or replaced within ninety (90) days with terms equal or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of the Permanent Lender shall have been obtained or (c) the Construction Lender shall have irrevocably refused to make any further advances under the Construction Mortgage and such decision shall not have been reversed or the Construction Lender replaced within sixty (60) days, or (vii) after Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced and such proceedings shall not have been dismissed within thirty (30) days, (bB) any of the commitments of Permanent a Lender to provide the Permanent a Mortgage Loan and/or any subsidy financing shall be terminated or withdrawn and not reinstated or replaced within sixty (60) days with terms equally or more at least as favorable to the Investment Limited Partner Partnership or terms for which the Consent of the Investment Special Limited Partner and (if required) the approval of any Agency Requisite Approvals shall have been obtained, or (viiiC) the Construction Lender, acting in good faith and in accordance with the provisions of the Construction Loan Documents, shall have irrevocably refused to make any further advances under the Construction Loan Documents and such decision shall not have been reversed or the Construction Lender replaced within thirty (30) days or (vii) if by December 31____ __, 1997 199_ (or any later date fixed by the General Partners Partner with the Consent of the Investment Special Limited Partner), the Investment Special Limited Partner shall not have received, in form and substance satisfactory to the Investment Special Limited Partner, the certification of the Auditors that as of a date no later than December 31, 1996, the Partnership had incurred capitalizable costs with respect to the Apartment Complex of at least ten percent (10%) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 1998, so that each building in the Apartment Complex is a "qualified building" for the purposes of Section 42(h)(1)(E)(ii) of the CodeCarryover Certification, or (ixviii) if at any time it shall be determined by the Service or by the Tax Accountants that as of December 31a Carryover Certification could not be issued or was issued in error, 1996 or (ix) if by the Partnership had date which is twelve (12) months following the Completion Date, Rental Achievement shall not incurred capitalizable costs with respect to the Apartment Complex of at least ten percent (10%) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 1998have been achieved, or (x) the Completion Date has not occurred by January 31, 1997, or (xi) Breakeven Point has not been achieved within twelve (12) months after the Completion Date (or at any later date fixed by time the General Partners with the Consent of the Investment Limited Partner), or (xii) the General Partners shall, at any time, fail Partner fails to make any a Subordinated Loan required to be made by them hereunder, or fail to make any payment required to be made by them under Sections 5.1(cand such failure continues for ten (10) or (e)days, then within fifteen five (155) days of the occurrence thereof, the General Partner shall send to the Investment Limited Partner and the Special Limited Partner notice of such event and of the General Partners' Partner's obligation to repurchase the Interests of the Investment Limited Partner and the Special Limited Partner by paying to the Investment Limited Partner and the Special Limited Partner an amount (the "Repurchase Amount") equal to each such Partner's Invested Amount minus the amountportion, if any, of such Partner's Capital Contribution which shall not yet have been paid (or deemed to have been paid) to the Partnership plus the amount of any third third-party costs, including, but not limited towithout limitation, attorney's fees incurred by or on behalf of such Partner in implementing this Section 5.2(a) in the event the Investment Limited Partner and/or the Special Limited Partner requires require(s) such a repurchase. If either the Special Limited Partner or the Investment Limited Partner elects to require a repurchase of its Interest and the payment to it of an amount equal to its Repurchase Amount, it shall send notice thereof to the Partnership within thirty (30) days after the mailing date of the General Partners' Partner's notice, or at any time after the occurrence of any of the foregoing if the General Partners Partner shall not have sent such a notice thereof, and the General Partners Partner shall within ten (10) days after the Partnership receives any such notice from a Partner requiring requesting the purchase of its Interest repurchase the Interest of such Partner and the Special Limited Partner by paying to each such Partner an amount equal to its Repurchase Amount. If, following receipt of the General Partner's notice, either the Special Limited Partner or the Investment Limited Partner fails to send notice to the General Partner by the end of such 30-day period requesting the General Partner to purchase its Interest, the Special Limited Partner and/or the Investment Limited Partner, as the case may be, shall be deemed to have waived its right to cause the General Partner to purchase its Interest as a result of the event described in the General Partner's notice. No such waiver, however, shall affect the right of the Special Limited Partner and/or the Investment Limited Partner to cause the General Partner to purchase its Interest upon the occurrence of any other event described in this Section 5.2(a), or upon any subsequent occurrence of the event described in the General Partner's notice.

Return of Capital Contributions. (a) Failure to Achieve Development and/or Tax Credit Benchmarks and Standards. If (i) the buildings comprising all 24 apartment units in the Apartment Complex are shall not have been placed in service prior to January 31by October 1, 1997 1996 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) or (ii) by December 31, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) less than 100% of the Low-Income Apartment Units shall have been occupied by Qualified Tenants, or (iii) Permanent Mortgage Commencement shall not have occurred prior to March October 1, 1997 1996 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), or (iviii) State Designation shall not have occurred by July December 1, 1997 1996 (or any later date fixed by the General Partners Partner with the Consent of the Investment Limited Partner), or (viv) the Partnership shall fail to meet the Minimum Set- Set-Aside Test or the Rent Restriction Test by the close within 12 months of the first year of date upon which the Credit Period final building in the Apartment Complex is placed in service and/or fails to continue to meet either of those Tests at any time during the sixty (60)-month period commencing on such date, date or (viv) prior to Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced under the Construction Mortgage and such proceedings shall not have been dismissed within sixty thirty (6030) days, (b) any of the commitments of the Permanent Lender to provide the Permanent Mortgage financing shall be terminated or withdrawn and not reinstated or replaced within ninety (90) days with terms equal or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of the Permanent Lender shall have been obtained or (c) the Construction Lender shall have irrevocably refused to make any further advances under the Construction Mortgage and such decision shall not have been reversed or the Construction Lender replaced within sixty (60) days, or (vii) after Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced and such proceedings shall not have been dismissed within thirty (30) days, (b) the commitments of Permanent Lender FmHA to provide the Permanent Mortgage and/or any subsidy financing shall be terminated or withdrawn and not reinstated or replaced within sixty (60) days with terms equally or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of any Agency FmHA shall have been obtained, or (viiic) the Construction Lender shall have irrevocably refused to make any further advances under the Construction Mortgage and such decision shall not have been reversed or the Construction Lender replaced within thirty (30) days, or (vi) if by December 31, 1997 1995 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), the Investment Limited Partner shall not have received, in form and substance satisfactory to the Investment Limited Partner, the certification of the Auditors that as of a date no later than December 31, 19961995, the Partnership had incurred capitalizable costs with respect to the Apartment Complex of at least ten percent (10%) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 19981997, so that each building in the Apartment Complex is a "qualified building" for the purposes of Section 42(h)(1)(E)(ii42 (h)(1)(E)(ii) of the Code, or (ixvii) if at any time it shall be determined by the Service or by the Tax Accountants that as of December 31, 1996 1995 the Partnership had not incurred capitalizable costs with respect to the Apartment Complex of at least ten percent (10%) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 19981997, or (viii) if by January 15, 1996, the Partnership shall not have received from the Nevada Department of Business and Industry a "carryover allocation" of Tax Credit pursuant to Section 42(h)(1)(E) of the Code, or (ix) if the Completion Date shall not have occurred by October 1, 1996, or (x) the Completion Date has not occurred if by January 31November 1, 1997, or (xi) Breakeven Point has not been achieved within twelve (12) months after the Completion Date 1996 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner)) Cost Certification shall not have occurred, or (xi) the Breakeven Point shall not have occurred within twelve (12) months of the Completion Date, or (xii) the General Partners Partner shall, at any time, fail to make any Subordinated Loan required to be made by them it hereunder, ,or fail to make any payment required to be made by them it under Sections 5.1(c) any of Section 5.1(e), (f), or (eg), then the General Partners shall, within fifteen five (155) days of the occurrence thereof, send to the Investment Limited Partner and the Special Limited Partner notice of such event and of the General Partners' obligation to repurchase the Interests of the Investment Limited Partner and the Special Limited Partner by paying to the Investment Limited Partner and the Special Limited Partner an amount (the "Repurchase Amount") equal to each such Partner's Invested Amount minus the amount, if any, of such Partner's Capital Contribution which shall not yet have been paid (or deemed to have been paid) to the Partnership plus the amount of any third party costs, including, but not limited to, attorney's fees incurred by or on behalf of such Partner in implementing this Section 5.2(a) in the event the Investment Limited Partner and/or the Special Limited Partner requires such a repurchase. If either the Special Limited Partner or the Investment Limited Partner elects to require a repurchase of its Interest and the payment to it of an amount equal to its Repurchase Amount, it shall send notice thereof to the Partnership within thirty (30) days after the mailing date of the General Partners' notice, or at any time after the occurrence of any of the foregoing if the General Partners shall not have sent such a notice thereof, and the General Partners shall within ten (10) days after the Partnership receives any such notice from a Partner requiring the purchase of its Interest repurchase the Interest of such Partner and the Special Limited Partner by paying to each such Partner an amount equal to its Repurchase Amount.

Return of Capital Contributions. (a) Failure to Achieve Development and/or Tax Credit Benchmarks and Standards. If (i) all of the buildings comprising apartment units in the Apartment Complex are shall not have been placed in service prior to January 31, 1997 by Admission (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) or (ii) by December 31July 1, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) less than 100% of apartment units in the Low-Income Apartment Units Complex shall have been occupied by Qualified Tenants, or (iii) Permanent Mortgage Commencement shall not have occurred prior to March 1, 1997 Admission (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), or (iv) State Designation shall not have occurred by July 1, 1997 Admission (or any later date fixed by the General Partners Partner with the Consent of the Investment Limited Partner), or (v) the Partnership shall fail to meet the Minimum Set- Set-Aside Test or the Rent Restriction Test by the close of the first year of the Credit Period and/or fails to continue to meet either of those Tests at any time during the sixty (60)-month period commencing on such date, date or (vi) prior to Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced under the Construction Mortgage and such proceedings shall not have been dismissed within sixty (60) days, (b) any of the commitments of the Permanent any Lender or Agency to provide the Permanent Mortgage and/or any subsidy financing shall be terminated or withdrawn and not reinstated or replaced within ninety (90) days with terms equal equally or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of the Permanent any Lender or Agency shall have been obtained obtained, or (c) the Construction Lender shall have irrevocably refused to make any further advances under the Construction Mortgage and such decision shall not have been reversed or the Construction Lender replaced within sixty (60) days, or (vii) after Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced and such proceedings shall not have been dismissed within thirty (30) days, (b) the commitments of Permanent Lender to provide the Permanent Mortgage and/or any subsidy financing shall be terminated or withdrawn and not reinstated or replaced within sixty (60) days with terms equally or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of any Agency shall have been obtained, or (viii) if by December 31, 1997 Admission (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), the Investment Limited Partner shall not have receivedreceived a written certification of the Auditors, in a form and in substance satisfactory to Boston Capital, as to the Investment Limited Partner, the certification respective amounts of the Auditors that as of a date no later than Qualified Basis and the Applicable Percentage pertaining to each building in the Apartment Complex, or (viii) if by July 1, 1997, Rental Achievement has not been achieved or, (ix) Carryover Certification has not been achieved by December 31, 1996, the Partnership had incurred capitalizable costs with respect to the Apartment Complex of at least ten percent (10%) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 1998, so that each building in the Apartment Complex is a "qualified building" for the purposes of Section 42(h)(1)(E)(ii) of the Code, or (ixx) if at any time it shall be is determined by the Service or by Auditors, the Tax Accountants Accountants, or the Service that as of December 31, 1996 1994, the Partnership did not own land or depreciable property constituting part of the Apartment Complex and/or had not incurred capitalizable costs with respect to the Apartment Complex of at least ten percent (10%) of the Partnership's reasonably reasonable expected basis in the Apartment Complex as of December 31, 19981995, or (x) the Completion Date has not occurred by January 31, 1997, or (xi) Breakeven Point has not been achieved within twelve (12) months after the Completion Date (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), or (xii) then the General Partners shall, at any time, fail to make any Subordinated Loan required to be made by them hereunder, or fail to make any payment required to be made by them under Sections 5.1(c) or (e), then within fifteen (15) days of the occurrence thereof, send to the Investment Limited Partner and the Special Limited Partner notice of such event and of the General Partners' obligation to repurchase the Interests of the Investment Limited Partner and the Special Limited Partner by paying to the Investment Limited Partner and the Special Limited Partner an amount (the "Repurchase Amount") equal to each such Partner's Invested Amount minus the amount, if any, of such Partner's Capital Contribution which shall not yet have been paid (or deemed to have been paid) to the Partnership plus the amount of any third party costs, including, but not limited to, attorney's fees incurred by or on behalf of such Partner in implementing this Section 5.2(a) in the event the Investment Limited Partner and/or the Special Limited Partner requires such a repurchaseso require. If either the Special Limited Partner or the Investment Limited Partner elects to require a repurchase of its Interest and the payment to it of an amount equal to its Repurchase Invested Amount, it shall send notice thereof to the Partnership within thirty (30) days after the mailing date of the General Partners' notice, notice (or at any time after the occurrence of any of the foregoing if the General Partners shall not have sent such a notice thereof, ) and the General Partners shall within ten thirty (1030) days after the Partnership receives any such notice from a Partner requiring the purchase of its Interest thereafter repurchase the Interest of such Partner and the Special Limited Partner by paying to each such Partner an amount equal to its Repurchase AmountInvested Amount plus the amount of any third party costs incurred by or on behalf of such Partner in implementing this Section 5.2(a).

Return of Capital Contributions. (a) Failure to Achieve Development Developmental and/or Tax Credit Benchmarks and Standards. If (i) the buildings comprising the Apartment Complex are not placed in service prior to January 31by November 30, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) or (ii) by December 31, 1997 1996 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) less than 100% of 48 apartment units in the Low-Income Apartment Units Complex shall have been occupied by Qualified Tenantstenants meeting the terms of the Minimum Set-Aside Test under executed leases which shall have received any necessary Agency or Lender approvals at rental levels meeting the requirements of the Rent Restriction Test, or (iiiii) Permanent Mortgage Commencement shall not have occurred prior to March October 31, 1996 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), or (iii) State Designation shall not have occurred by February 1, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), or (iv) State Designation shall not have occurred by July 1, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), or (v) the Partnership shall fail to meet the Minimum Set- Set-Aside Test or the Rent Restriction Test by the close within 12 months of the first year of date upon which the Credit Period and/or final building in the Apartment Complex is placed in service; or (v) the Partnership fails to continue to meet either of those Tests such Test at any time during the sixty (60)-month period commencing on such datefollowing the initial achievement of the Minimum Set-Aside Test and Rent Restriction Test, or (vi) prior to Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced under the Construction Mortgage and such proceedings Completion Date shall not have been dismissed within sixty (60) daysoccurred prior to September 30, (b) any of the commitments of the Permanent Lender to provide the Permanent Mortgage financing shall be terminated or withdrawn and not reinstated or replaced within ninety (90) days with terms equal or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of the Permanent Lender shall have been obtained or (c) the Construction Lender shall have irrevocably refused to make any further advances under the Construction Mortgage and such decision shall not have been reversed or the Construction Lender replaced within sixty (60) days1996, or (vii) after Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced and such proceedings the Breakeven Point shall not have been dismissed within thirty (30) days, (b) the commitments of Permanent Lender to provide the Permanent Mortgage and/or any subsidy financing shall be terminated or withdrawn and not reinstated or replaced within sixty (60) days with terms equally or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of any Agency shall have been obtained, or (viii) if by December 31, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), the Investment Limited Partner shall not have received, in form and substance satisfactory to the Investment Limited Partner, the certification of the Auditors that as of a date no later than December 31, 1996, the Partnership had incurred capitalizable costs with respect to the Apartment Complex of at least ten percent (10%) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 1998, so that each building in the Apartment Complex is a "qualified building" for the purposes of Section 42(h)(1)(E)(ii) of the Code, or (ix) if at any time it shall be determined by the Service or by the Tax Accountants that as of December 31, 1996 the Partnership had not incurred capitalizable costs with respect to the Apartment Complex of at least ten percent (10%) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 1998, or (x) the Completion Date has not occurred by January 31, 1997, or (xi) Breakeven Point has not been achieved within twelve (12) months after of the Completion Date (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner)Date, or (xiiviii) on or before the General Partners shallAdmission Date, at any timethe Partnership has not met the requirements for, fail and received, a "carryover allocation" of Tax Credits pursuant to make any Subordinated Loan required to be made by them hereunderSection 42 (h)(1)(E) of the code, or fail (ix) if foreclosure proceedings have commenced under the Construction Mortgage Loan prior to make any payment required to be made by them under Sections 5.1(c) Permanent Mortgage Commencement, or (e)x) Carryover Certification has not occurred by December 31, then within fifteen (15) days of the occurrence thereof, send to 1995. If the Investment Limited Partner and and/or the Special Limited Partner elects to require a repurchase of its Interest and the payment to it of an amount equal to its Invested Amount, it shall send notice of such event and thereof to the Partnership within thirty (30) days after the mailing date of the General Partners' obligation notice (or at any time after the occurrence of any of the foregoing if the General Partners shall not have sent such a notice thereof) and the General Partners shall within thirty (30) days thereafter repurchase the Interest of such Partner by paying to repurchase such Partner an amount equal to its Invested Amount. Provided, however, with respect to an event whereby the General Partner shall be obligated to purchase the Interests of the Investment Limited Partner and the Special Limited Partner by paying to because of Force Majeure, the Investment Limited Partner and the Special Limited Partner an amount (the "Repurchase Amount") Amount shall equal to each such Partner's Invested Amount Capital Contribution minus the amount, if any, of such Partner's Capital Contribution which shall not yet have been paid (or deemed to have been paid) to the Partnership plus the amount of any third third-party costs, including, but not limited to, attorney's fees incurred by or on behalf of such Partner in implementing this Section 5.2(a) in the event the Investment Limited Partner partner and/or the Special Limited Partner requires require such a repurchase. If either the Special Limited Partner or the Investment Limited Partner elects to require a repurchase of its Interest and the payment to it of an amount equal to its Repurchase Amount, it shall send notice thereof to the Partnership within thirty (30) days after the mailing date of the General Partners' notice, or at any time after the occurrence of any of the foregoing if the General Partners shall not have sent such a notice thereof, and the General Partners shall within ten (10) days after the Partnership receives any such notice from a Partner requiring requesting the purchase of its Interest repurchase the Interest of such Partner and the Special Limited Partner by paying to each such Partner an amount equal to its Repurchase Amount. In the event of any repurchase of the Interest of the Special Limited Partner or Investment Limited Partner under this Agreement, then upon payment of the repurchase amount in full the Interest so repurchased shall be conveyed to the General Partners or their designee. Any transferring Limited Partner shall execute any and all documents of transfer as the General Partners may reasonably request in order to effectuate such transfer.

Return of Capital Contributions. (a) Failure to Achieve Development and/or Tax Credit Benchmarks and Standards. If (i) all of the buildings comprising single family home units in the Apartment Complex are Partnership Property shall not have been placed in service prior to January 31, 1997 December 31 in the year in which the Tax Credits were allocated and the Partnership does not receive a Carryover Allocation (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) or (ii) by December 31, 1997 1996 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) less than 100% of single family home units in the Low-Income Apartment Units Partnership Property shall have been occupied by Qualified Tenantstenants meeting the terms of the Minimum Set-Aside Test under executed leases which shall have received any necessary Agency or Lender approvals at rental levels meeting the requirements of the Rent Restriction Test, or (iii) Permanent Mortgage Commencement shall not have occurred prior to March 1December 31, 1997 1996 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), or (iv) State Designation shall not have occurred by July 1December 31, 1997 1996 (or any later date fixed by the General Partners Partner with the Consent of the Investment Limited Partner), or (v) the Partnership shall fail to meet the Minimum Set- Set-Aside Test or the Rent Restriction Test by the close of the first year of the Credit Period and/or fails to continue to meet either of those Tests at any time during the sixty (60)-month period commencing on such date, date or (vi) prior to Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced under the Construction Mortgage and such proceedings shall not have been dismissed within sixty (60) days, (b) any of the commitments of the Permanent any Lender or Agency to provide the Permanent Mortgage and/or any subsidy financing shall be terminated or withdrawn and not reinstated or replaced within ninety (90) days with terms equal equally or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of the Permanent any Lender or Agency shall have been obtained obtained, or (c) the Construction Lender shall have irrevocably refused to make any further advances under the Construction Mortgage and such decision shall not have been reversed or the Construction Lender replaced within sixty (60) days, or (vii) after Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced and such proceedings shall not have been dismissed within thirty (30) days, (b) the commitments of Permanent Lender to provide the Permanent Mortgage and/or any subsidy financing shall be terminated or withdrawn and not reinstated or replaced within sixty (60) days with terms equally or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of any Agency shall have been obtained, or (viii) if by December 31, 1997 1996 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), the Investment Limited Partner shall not have receivedreceived a written certification of the Auditors, in a form and in substance satisfactory to Boston Capital, as to the Investment Limited Partnerrespective amounts of the Qualified Basis and the Applicable Percentage pertaining to each building in the Partnership Property, or (viii) if at any time it shall be determined by the Auditors, the certification of Tax Accountants, or the Auditors Service that as of a date no later than December 31, 1996, the Partnership did not own land or depreciable property constituting part of the Partnership Property and had incurred capitalizable costs with respect to the Apartment Complex Partnership Property of at least ten percent (10%) of the Partnership's reasonably expected basis in the Apartment Complex Partnership Property as of December 31, 1998, 1996 so that each building in the Apartment Complex is Partnership Property constitutes a "qualified building" for the purposes of Section 42(h)(1)(E)(ii) of the Code, or (ix) if at any time it shall be determined by the Service or by the Tax Accountants that as of December 31, 1996 the Partnership had not incurred capitalizable costs with respect to the Apartment Complex of at least ten percent (10%) ix)if within 12 months of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 1998Completion Date Rental Achievement has not been achieved, or (x) the Completion Date has not occurred by January December 31, 19971996, or (xi) Breakeven Point has not been achieved within twelve (12) months after the Completion Date (or any later date fixed general Partners fail to make the subordinated loans as required by the General Partners with the Consent of the Investment Limited Partner)Section 6.10, or (xii) then the General Partners shall, at any time, fail to make any Subordinated Loan required to be made by them hereunder, or fail to make any payment required to be made by them under Sections 5.1(c) or (e), then within fifteen (15) days of the occurrence thereof, send to the Investment Limited Partner and the Special Limited Partner notice of such event and of the General Partners' obligation to repurchase the Interests of the Investment Limited Partner and the Special Limited Partner by paying to the Investment Limited Partner and the Special Limited Partner an amount (the "Repurchase Amount") equal to each such Partner's Invested Amount minus the amount, if any, of such Partner's Capital Contribution which shall not yet have been paid (or deemed to have been paid) to the Partnership plus the amount of any third party costs, including, but not limited to, attorney's fees incurred by or on behalf of such Partner in implementing this Section 5.2(a) in the event the Investment Limited Partner and/or the Special Limited Partner requires such a repurchaseso require. If either the Special Limited Partner or the Investment Limited Partner elects to require a repurchase of its Interest and the payment to it of an amount equal to its Repurchase Invested Amount, it shall send notice thereof to the Partnership within thirty sixty (3060) days after the mailing date of the General Partners' notice, notice (or at any time after the occurrence of any of the foregoing if the General Partners shall not have sent such a notice thereof, ) and the General Partners shall within ten thirty (1030) days after the Partnership receives any such notice from a Partner requiring the purchase of its Interest thereafter repurchase the Interest of such Partner and the Special Limited Partner by paying to each such Partner an amount equal to its Repurchase AmountInvested Amount plus the amount of any third party costs incurred by or on behalf of such Partner in implementing this Section 5.2(a).

Return of Capital Contributions. (a) Failure to Achieve Development and/or Tax Credit Benchmarks and Standards. If (i) the buildings comprising all 28 apartment units in the Apartment Complex are shall not have been placed in service prior to January 31by February 1, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) or (ii) by December 31March 1, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) less than 100% of 28 apartment units in the Low-Income Apartment Units Complex shall have been occupied by Qualified Tenantstenants meeting the terms of the Minimum Set-Aside Test under executed leases which shall have received any necessary Agency or Lender approvals at rental levels meeting the requirements of the Rent Restriction Test, or (iii) Permanent Mortgage Commencement shall not have occurred prior to March 1, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), or (iv) State Designation shall not have occurred by July March 1, 1997 (or any later date fixed by the General Partners Partner with the Consent of the Investment Limited Partner), and by said date the General Partners shall not have made any payment as described in the last sentence of Section 5.1(g) or, if the Investment Limited Partner shall have elected to have all or a portion of any payment under Section 5.1(g) applied toward future Installment obligations of the Investment Limited Partner, amendments to this Agreement and, if applicable, to the Certificate shall not have been adopted and, in the case of the Certificate, if applicable, filed in the Filing Office, reflecting such event, or (v) the Partnership shall fail to meet the Minimum Set- Set-Aside Test or the Rent Restriction Test by the close of the first year of the Credit Period and/or fails to continue to meet either of those Tests at any time during the sixty (60)-month period commencing on such date, date or (vi) prior to Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced under the Construction Mortgage and such proceedings shall not have been dismissed within sixty thirty (6030) days, (b) any of the commitments of the Permanent Lender to provide the Permanent Mortgage financing shall be terminated or withdrawn and not reinstated or replaced within ninety (90) days with terms equal or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of the Permanent Lender shall have been obtained or (c) the Construction Lender shall have irrevocably refused to make any further advances under the Construction Mortgage and such decision shall not have been reversed or the Construction Lender replaced within sixty (60) days, or (vii) after Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced and such proceedings shall not have been dismissed within thirty (30) days, (b) the commitments of Permanent Lender FmHA to provide the Permanent Mortgage and/or any subsidy financing shall be terminated or withdrawn and not reinstated or replaced within sixty (60) days with terms equally or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of any Agency FmHA shall have been obtained, or (viiic) the Construction Lender shall have irrevocably refused to make any further advances under the Construction Mortgage and such decision shall not have been reversed or the Construction Lender replaced within thirty (30) days, or (vii) if (assuming the buildings constituting the Apartment Complex are not placed in service by December 31, 1996) by January 15, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), the Investment Limited Partner shall not have received, in form and substance satisfactory to the Investment Limited Partner, the certification of the Auditors that as of a date no later than December 31, 1996, the Partnership had incurred capitalizable costs with respect to the Apartment Complex of at least ten percent (10%) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 1998, 1998 so that each building in the Apartment Complex is a "qualified building" for the purposes of Section 42(h)(1)(E)(ii42 (h)(1)(E)(ii) of the Code, or (ixvii) if at any time it shall be determined by the Service or by the Tax Accountants that as of December 31, 1996 the Partnership had not incurred capitalizable costs with respect to the Apartment Complex of at least ten percent (10%) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 1998, or (xix) the Completion Date has not occurred if by January 31March 1, 1997, or (xi) Breakeven Point has not been achieved within twelve (12) months after the Completion Date 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner)) Cost Certification shall not have occurred, or (x) if by (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) the Breakeven Point shall not have been achieved, or (xii) if by Admission (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) the Partnership shall not have received from the duly authorized agency of the State, a "carryover allocation" of Tax Credit pursuant to Section 42(h)(1)(E) of the Code in an annual dollar amount of not less than $56,006, then the General Partners shall, at any time, fail to make any Subordinated Loan required to be made by them hereunder, or fail to make any payment required to be made by them under Sections 5.1(c) or within five (e), then within fifteen (155) days of the occurrence thereof, send to the Investment Limited Partner and the Special Limited Partner notice of such event and of the General Partners' obligation to repurchase the Interests of the Investment Limited Partner and the Special Limited Partner by paying to the Investment Limited Partner and the Special Limited Partner an amount (the "Repurchase Amount") equal to each such Partner's Invested Amount minus the amount, if any, of such Partner's Capital Contribution which shall not yet have been paid (or deemed to have been paid) to the Partnership plus the amount of any third party costs, including, but not limited to, attorney's fees incurred by or on behalf of such Partner in implementing this Section 5.2(a) in the event the Investment Limited Partner and/or the Special Limited Partner requires such a repurchase. If either the Special Limited Partner or the Investment Limited Partner elects to require a repurchase of its Interest and the payment to it of an amount equal to its Repurchase Amount, it shall send notice thereof to the Partnership within thirty (30) days after the mailing date of the General Partners' notice, or at any time after the occurrence of any of the foregoing if the General Partners shall not have sent such a notice thereof, and the General Partners shall within ten (10) days after the Partnership receives any such notice from a Partner requiring the purchase of its Interest repurchase the Interest of such Partner and the Special Limited Partner by paying to each such Partner an amount equal to its Repurchase Amount.

Return of Capital Contributions. (a) Failure to Achieve Development and/or Tax Credit Benchmarks and Standards. If (i) the buildings comprising the Apartment Complex are not placed in service prior to January 31, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) or (ii) by December 31, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) less than 100% of the Low-Income Apartment Units shall have been occupied by Qualified Tenants, or (iii) Permanent Mortgage Commencement State Designation shall not have occurred prior to March by April 1, 1997 (or any later date fixed by the General Partners Partner with the Consent of the Investment Limited Partner), ; or (iv) State Designation shall not have occurred by July 1, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), or (vii) the Partnership shall fail to meet the Minimum Set- Set-Aside Test or the Rent Restriction Test by the close of the first within one year of the Credit Period Completion Date and/or fails to continue to meet either of those Tests at any time during the sixty (60)-month period commencing on such date, date or (vi) prior to Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced under the Construction Mortgage and such proceedings shall not have been dismissed within sixty (60) days, (b) any of the commitments of the Permanent Lender to provide the Permanent Mortgage financing shall be terminated or withdrawn and not reinstated or replaced within ninety (90) days with terms equal or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of the Permanent Lender shall have been obtained or (c) the Construction Lender shall have irrevocably refused to make any further advances under the Construction Mortgage and such decision shall not have been reversed or the Construction Lender replaced within sixty (60) days, or (vii) after Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced and such proceedings shall not have been dismissed within thirty (30) days, (b) the commitments of Permanent Lender to provide the Permanent Mortgage and/or any subsidy financing shall be terminated or withdrawn and not reinstated or replaced within sixty (60) days with terms equally or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of any Agency shall have been obtained, or (viiiiii) if by December 31, 1997 Admission (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), the Investment Limited Partner shall not have received, in form and substance satisfactory to the Investment Limited Partner, the certification of the Auditors that as of a date no later than December 31, 19961995, the Partnership had incurred capitalizable costs with respect to the Apartment Complex of at least ten percent (10%) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 19981997, so that each building in the Apartment Complex is a "qualified building" for the purposes of Section 42(h)(1)(E)(ii42 (h)(1)(E)(ii) of the Code, or (ixiv) if at any time it shall be determined by the Service or by the Tax Accountants that as of December 31, 1996 1995 the Partnership had not incurred capitalizable costs with respect to the Apartment Complex of at least ten percent (10%) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 1998, or (x) the Completion Date has not occurred by January 31, 1997, or (xiv) Breakeven Point has not been achieved within twelve (12) months after the Completion Date if by March 1, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner)) Cost Certification shall not have occurred, or (xiivi) if by Admission (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) the Partnership shall not have received from the duly authorized agency of the State a "carryover allocation" of Tax Credit pursuant to Section 42(h)(1)(E) of the Code in an annual dollar amount of not less than $25,782, or (vii) Breakeven has not been achieved within 12 months of the Completion Date or; (viii) foreclosure proceedings are commenced under the Construction Mortgage which are not dismissed within 60 days, then the General Partners shall, at any time, fail to make any Subordinated Loan required to be made by them hereunder, or fail to make any payment required to be made by them under Sections 5.1(c) or within five (e), then within fifteen (155) days of the occurrence thereof, send to the Investment Limited Partner and the Special Limited Partner notice of such event and of the General Partners' obligation to repurchase the Interests of the Investment Limited Partner and the Special Limited Partner by paying to the Investment Limited Partner and the Special Limited Partner an amount (the "Repurchase Amount") equal to each such Partner's Invested Amount minus the amount, if any, of such Partner's Capital Contribution which shall not yet have been paid (or deemed to have been paid) to the Partnership plus the amount of any third party costs, including, but not limited to, attorney's fees incurred by or on behalf of such Partner in implementing this Section 5.2(a) in the event the Investment Limited Partner and/or the Special Limited Partner requires require such a repurchase. If either the Special Limited Partner or the Investment Limited Partner elects to require a repurchase of its Interest and the payment to it of an amount equal to its Repurchase Amount, it shall send notice thereof to the Partnership within thirty (30) days after the mailing date of the General Partners' notice, or at any time after the occurrence of any of the foregoing if the General Partners shall not have sent such a notice thereof, and the General Partners shall within ten (10) days after the Partnership receives any such notice from a Partner requiring the purchase of its Interest repurchase the Interest of such Partner and the Special Limited Partner by paying to each such Partner an amount equal to its Repurchase Amount.

Return of Capital Contributions. (a) Failure to Achieve Development Developmental and/or Tax Credit Benchmarks and Standards. If If: (i1) all of the buildings comprising the Low-Income Apartment Complex are Units shall not have been placed in service prior to January 31by June 30, 1997 1998 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) or ), or (ii2) by December 31June 30, 1997 1998 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) less than 100% of 40 apartment units in the Low-Income Apartment Units Complex shall have been occupied by Qualified Tenants, or or (iii3) Permanent Mortgage Commencement shall not have occurred prior to March 1June 30, 1997 1998 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), or or (iv4) State Designation shall not have occurred by July 1June 30, 1997 1998 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), or or (v5) the Partnership shall fail to meet the Minimum Set- Set-Aside Test or the Rent Restriction Test by the close of the first year of the Credit Period and/or fails to continue to meet either of those Tests at any time during the sixty (60)-month period commencing on such date, or or (vi6) prior to Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced under the Construction Mortgage and such proceedings shall not have been dismissed within sixty thirty (6030) days, (b) any of the commitments of the Permanent any Lender or Agency to provide the Permanent Mortgage financing shall be terminated or withdrawn and not reinstated or replaced within ninety (90) days with terms equal or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of the Permanent Lender shall have been obtained or (c) the Construction Lender shall have irrevocably refused to make any further advances under the Construction Mortgage and such decision shall not have been reversed or the Construction Lender replaced within sixty (60) days, or (vii) after Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced and such proceedings shall not have been dismissed within thirty (30) days, (b) the commitments of Permanent Lender to provide the Permanent Mortgage Mortgages and/or any subsidy financing shall be terminated or withdrawn and not reinstated or replaced within sixty (60) days with terms equally or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of any Agency or other Lender shall have been obtained, or (viiic) the Construction Lender shall have irrevocably refused to make any further advances under the Construction Mortgage and such decision shall not have been reversed or the Construction Lender replaced within thirty (30) days, or (7) if by December 31June 30, 1997 1998 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), the Investment Limited Partner shall not have received, in form and substance satisfactory to the Investment Limited Partner, the certification of the Auditors that as of a date no later than December 31, 1996, the Partnership will have had incurred capitalizable costs with respect to the Apartment Complex of at least ten percent per cent (10%) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 1998, so that each building in the Apartment Complex is a "qualified building" for the purposes of Section 42(h)(1)(E)(ii) of the Code, or or (ix) 8) if at any time it shall be determined by the Service or by the Tax Accountants that as of December 31, 1996 the Partnership had not incurred capitalizable costs with respect to the Apartment Complex of at least ten percent per cent (10%) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 1998, or or (x9) the Completion Date has not occurred if by January 31June 30, 1997, or (xi) Breakeven Point has not been achieved within twelve (12) months after the Completion Date 1998 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner)) Cost Certification shall not have occurred, or (10) if by September 30, 1998 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) Breakeven shall not have been achieved, or (xii11) the General Partners fail to make any advances necessary to fund payment of the Asset Management Fee pursuant to Section 6.12, then the General Partners shall, at any time, fail to make any Subordinated Loan required to be made by them hereunder, or fail to make any payment required to be made by them under Sections 5.1(c) or within five (e), then within fifteen (155) days of the occurrence thereof, send to the Investment Limited Partner and the Special Limited Partner notice of such event and of the General Partners' obligation to repurchase the Interests of the Investment Limited Partner and the Special Limited Partner by paying to the Investment Limited Partner and the Special Limited Partner an amount (the "Repurchase Amount") equal to each such Partner's Invested Amount minus the amount, if any, of such Partner's Capital Contribution which shall not yet have been paid (or deemed to have been paid) to the Partnership plus the amount of any third third-party costs, including, but not limited to, attorney's fees incurred by or on behalf of such Partner in implementing this Section 5.2(a) in the event the Investment Limited Partner and/or the Special Limited Partner requires such a repurchase. If either the Special Limited Partner or the Investment Limited Partner elects to require a repurchase of its Interest and the payment to it of an amount equal to its Repurchase Amount, it shall send notice thereof to the Partnership within thirty (30) days after the mailing date of the General Partners' notice, or at any time after the occurrence of any of the foregoing if the General Partners shall not have sent such a notice thereof, and the General Partners shall within ten (10) days after the Partnership receives any such notice from a Partner requiring requesting the purchase of its Interest repurchase the Interest of such Partner and the Special Limited Partner by paying to each such Partner an amount equal to its Repurchase Amount.

Return of Capital Contributions. (a) Failure to Achieve Development and/or Tax Credit Benchmarks and Standards. If (i) the buildings comprising all 50 apartment units in the Apartment Complex are shall not have been placed in service prior to January 31by February 1, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) or (ii) by December 31March 1, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) less than 100% of 50 apartment units in the Low-Income Apartment Units Complex shall have been occupied by Qualified Tenantstenants meeting the terms of the Minimum Set-Aside Test under executed leases which shall have received any necessary Agency or Lender approvals at rental levels meeting the requirements of the Rent Restriction Test, or (iii) Permanent Mortgage Commencement shall not have occurred prior to March 1, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), or (iv) State Designation shall not have occurred by July March 1, 1997 (or any later date fixed by the General Partners Partner with the Consent of the Investment Limited Partner), and by said date the General Partners shall not have made any payment as described in the last sentence of Section 5.1(g) or, if the Investment Limited Partner shall have elected to have all or a portion of any payment under Section 5.1(g) applied toward future Installment obligations of the Investment Limited Partner, amendments to this Agreement and, if applicable, to the Certificate shall not have been adopted and, in the case of the Certificate, if applicable, filed in the Filing Office, reflecting such event, or (v) the Partnership shall fail to meet the Minimum Set- Set-Aside Test or the Rent Restriction Test by the close of the first year of the Credit Period and/or fails to continue to meet either of those Tests at any time during the sixty (60)-month period commencing on such date, date or (vi) prior to Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced under the Construction Mortgage and such proceedings shall not have been dismissed within sixty thirty (6030) days, (b) any of the commitments of the Permanent Lender to provide the Permanent Mortgage financing shall be terminated or withdrawn and not reinstated or replaced within ninety (90) days with terms equal or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of the Permanent Lender shall have been obtained or (c) the Construction Lender shall have irrevocably refused to make any further advances under the Construction Mortgage and such decision shall not have been reversed or the Construction Lender replaced within sixty (60) days, or (vii) after Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced and such proceedings shall not have been dismissed within thirty (30) days, (b) the commitments of Permanent Lender FmHA to provide the Permanent Mortgage and/or any subsidy financing shall be terminated or withdrawn and not reinstated or replaced within sixty (60) days with terms equally or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of any Agency FmHA shall have been obtained, or (viiic) the Construction Lender shall have irrevocably refused to make any further advances under the Construction Mortgage and such decision shall not have been reversed or the Construction Lender replaced within thirty (30) days, or (vii) if (assuming the buildings constituting the Apartment Complex are not placed in service by December 31, 1996) by January 15, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), the Investment Limited Partner shall not have received, in form and substance satisfactory to the Investment Limited Partner, the certification of the Auditors that as of a date no later than December 31, 1996, the Partnership had incurred capitalizable costs with respect to the Apartment Complex of at least ten percent (10%) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 1998, 1998 so that each building in the Apartment Complex is a "qualified building" for the purposes of Section 42(h)(1)(E)(ii42 (h)(1)(E)(ii) of the Code, or (ixvii) if at any time it shall be determined by the Service or by the Tax Accountants that as of December 31, 1996 the Partnership had not incurred capitalizable costs with respect to the Apartment Complex of at least ten percent (10%) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 1998, or (xix) the Completion Date has not occurred if by January 31March 1, 1997, or (xi) Breakeven Point has not been achieved within twelve (12) months after the Completion Date 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner)) Cost Certification shall not have occurred, or (x) if by (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) the Breakeven Point shall not have been achieved, or (xii) if by Admission (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) the Partnership shall not have received from the duly authorized agency of the State, a "carryover allocation" of Tax Credit pursuant to Section 42(h)(1)(E) of the Code in an annual dollar amount of not less than $85,970, then the General Partners shall, at any time, fail to make any Subordinated Loan required to be made by them hereunder, or fail to make any payment required to be made by them under Sections 5.1(c) or within five (e), then within fifteen (155) days of the occurrence thereof, send to the Investment Limited Partner and the Special Limited Partner notice of such event and of the General Partners' obligation to repurchase the Interests of the Investment Limited Partner and the Special Limited Partner by paying to the Investment Limited Partner and the Special Limited Partner an amount (the "Repurchase Amount") equal to each such Partner's Invested Amount minus the amount, if any, of such Partner's Capital Contribution which shall not yet have been paid (or deemed to have been paid) to the Partnership plus the amount of any third party costs, including, but not limited to, attorney's fees incurred by or on behalf of such Partner in implementing this Section 5.2(a) in the event the Investment Limited Partner and/or the Special Limited Partner requires such a repurchase. If either the Special Limited Partner or the Investment Limited Partner elects to require a repurchase of its Interest and the payment to it of an amount equal to its Repurchase Amount, it shall send notice thereof to the Partnership within thirty (30) days after the mailing date of the General Partners' notice, or at any time after the occurrence of any of the foregoing if the General Partners shall not have sent such a notice thereof, and the General Partners shall within ten (10) days after the Partnership receives any such notice from a Partner requiring the purchase of its Interest repurchase the Interest of such Partner and the Special Limited Partner by paying to each such Partner an amount equal to its Repurchase Amount.

Return of Capital Contributions. (a) Failure to Achieve Development and/or Tax Credit Benchmarks and Standards. If (i) the buildings comprising all 34 apartment units in the Apartment Complex are shall not have been placed in service prior to January by December 31, 1997 1996 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) or (ii) by December 31, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) less than 100% of the Low-Income Apartment Units shall have been occupied by Qualified Tenants, or (iii) Permanent Mortgage Commencement shall not have occurred prior to March 1, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), or (iviii) State Designation shall not have occurred by July March 1, 1997 (or any later date fixed by the General Partners Partner with the Consent of the Investment Limited Partner), and by said date the General Partners shall not have made any payment as described in the last sentence of Section 5.1(g) or, if the Investment Limited Partner shall have elected to have all or a portion of any payment under Section 5.1(g) applied toward future Installment obligations of the Investment Limited Partner, amendments to this Agreement and, if applicable, filed in the Filing Office, reflecting such event, or (viv) the Partnership shall fail to meet the Minimum Set- Set-Aside Test or the Rent Restriction Test by the close of the first year of the Credit Period and/or fails to continue to meet either of those Tests at any time during the sixty (60)-month period commencing on such date, date or (viv) prior to Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced under the Construction Mortgage and such proceedings shall not have been dismissed within sixty thirty (6030) days, (b) any of the commitments of the Permanent Lender to provide the Permanent Mortgage financing shall be terminated or withdrawn and not reinstated or replaced within ninety (90) days with terms equal or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of the Permanent Lender shall have been obtained or (c) the Construction Lender shall have irrevocably refused to make any further advances under the Construction Mortgage and such decision shall not have been reversed or the Construction Lender replaced within sixty (60) days, or (vii) after Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced and such proceedings shall not have been dismissed within thirty (30) days, (b) the commitments of Permanent Lender RECD to provide the Permanent Mortgage and/or any subsidy financing shall be terminated or withdrawn and not reinstated or replaced within sixty (60) days with terms equally or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of any Agency RECD shall have been obtained, or (viiic) the Construction Lender shall have irrevocably refused to make any further advances under the Construction Mortgage and such decision shall not have been reversed or the Construction Lender replaced within thirty (30) days, or (vi) if by December 31, 1997 Admission (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), the Investment Limited Partner shall not have received, in form and substance satisfactory to the Investment Limited Partner, the certification of the Auditors that as of a date no later than December 31, 19961994, the Partnership had incurred capitalizable costs with respect to the Apartment Complex of at least ten percent (10%) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 19981996, so that each building in the Apartment Complex is a "qualified building" for the purposes of Section 42(h)(1)(E)(ii42 (h)(1)(E)(ii) of the Code, or (ixvii) if at any time it shall be determined by the Service or by the Tax Accountants that as of December 31, 1996 1994 the Partnership had not incurred capitalizable costs with respect to the Apartment Complex of at least ten percent (10%) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 19981996, or (xviii) the Completion Date has not occurred if by January December 31, 1997, or (xi) Breakeven Point has not been achieved within twelve (12) months after the Completion Date 1996 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner)) Cost Certification shall not have occurred, or (xiiix) if by December 31, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) the Breakeven Point shall not have been achieved, or (x) if by Admission the Partnership shall not have received from the duly authorized agency of the State a "carryover allocation" of Tax Credit pursuant to Section 42(h)(1)(E) of the Code in an annual dollar amount of not less than $54,908 then the General Partners shall, at any time, fail to make any Subordinated Loan required to be made by them hereunder, or fail to make any payment required to be made by them under Sections 5.1(c) or within five (e), then within fifteen (155) days of the occurrence thereof, send to the Investment Limited Partner and the Special Limited Partner notice of such event and of the General Partners' obligation to repurchase the Interests of the Investment Limited Partner and the Special Limited Partner by paying to the Investment Limited Partner and the Special Limited Partner an amount (the "Repurchase Amount") equal to each such Partner's Invested Amount minus the amount, if any, of such Partner's Capital Contribution which shall not yet have been paid (or deemed to have been paid) to the Partnership plus the amount of any third party costs, including, but not limited to, attorney's fees incurred by or on behalf of such Partner in implementing this Section 5.2(a) in the event the Investment Limited Partner and/or the Special Limited Partner requires such a repurchase. If either the Special Limited Partner or the Investment Limited Partner elects to require a repurchase of its Interest and the payment to it of an amount equal to its Repurchase Amount, it shall send notice thereof to the Partnership within thirty (30) days after the mailing date of the General Partners' notice, or at any time after the occurrence of any of the foregoing if the General Partners shall not have sent such a notice thereof, and the General Partners shall within ten (10) days after the Partnership receives any such notice from a Partner requiring the purchase of its Interest repurchase the Interest of such Partner and the Special Limited Partner by paying to each such Partner an amount equal to its Repurchase Amount.

Return of Capital Contributions. (a) Failure to Achieve Development Developmental and/or Tax Credit Benchmarks and Standards. If (i) all 32 of the buildings comprising Low-Income Apartment Units in the Apartment Complex are shall not have been placed in service prior to January by May 31, 1997 1996 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) ), or (ii) by December May 31, 1997 1996, (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) less than 100% 32 of the Low-Income Apartment Units in the Apartment Complex shall have been occupied by Qualified Tenants, or (iii) Permanent Mortgage Commencement Closing, with a Permanent Mortgage that is nonrecourse to the Partnership and all of the Partners, shall not have occurred prior to March 1May 31, 1997 1996 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), or (iv) State Designation shall not have occurred by July 1December 31, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner)) and by said date the General Partners shall not have made any payment as described in the last sentence of Section 5.1(g) or, if the Investment Limited Partner shall have elected to have all or a portion of any payment under Section 5.1(g) applied toward future Installment obligations of the Investment Limited Partner, amendments to this Agreement and, if applicable, to the Certificate shall not have been adopted and, in the case of the Certificate, if applicable, filed in the Filing Office, reflecting such event, or (v) the Partnership shall fail to meet the Minimum Set- Set-Aside Test or the Rent Restriction Test by the close of the first year of the Credit Period and/or fails to continue to meet either of those Tests such Test at any time during the sixty (60)-month 60) month period commencing on such date, or (vi) prior to Permanent Mortgage CommencementClosing, (a) foreclosure proceedings shall have commenced under the Construction Mortgage and such proceedings shall not have been dismissed within sixty (60) days, (b) any of the commitments of the Permanent Lender FmHA to provide the Permanent Mortgage and/or any subsidy financing shall be terminated or withdrawn and not reinstated or replaced within ninety (90) days with terms equal equally or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of the Permanent Lender FmHA shall have been obtained obtained, or (c) the Construction Lender shall have irrevocably refused to make any further advances under the Construction Mortgage and such decision shall not have been reversed or the Construction Lender replaced within sixty (60) days, or (vii) after Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced and such proceedings shall not have been dismissed within thirty (30) days, (b) the commitments of Permanent Lender to provide the Permanent Mortgage and/or any subsidy financing shall be terminated or withdrawn and not reinstated or replaced within sixty (60) days with terms equally or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of any Agency shall have been obtained, or (viii) if by December 31, 1997 1995 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), the Investment Limited Partner shall not have received, in form and substance satisfactory to the Investment Limited Partner, the certification of the Auditors that as of a date no later than December 31, 1996, the Partnership had incurred capitalizable costs with respect to the Apartment Complex of at least ten percent (10%) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 1998, so that each building in the Apartment Complex is a "qualified building" for the purposes of Section 42(h)(1)(E)(ii) of the Code, Carryover Certification or (ixviii) if at any time it shall be determined by the Service or by the Tax Accountants that as of December 31, 1996 1995, the Partnership had not incurred capitalizable costs with respect to the Apartment Complex of at least ten percent per cent (10%) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 1998, or (x) the Completion Date has not occurred by January 31, 1997, or (xiix) Breakeven Point has not been achieved within twelve (12) months after the Completion Date if by December 31, 1996 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner)) Cost Certification shall not have occurred, (x) the General Partners fail to make Subordinated Loans as required by this Agreement or (xiixi) the Breakeven Point has not been achieved within twelve months from and after the occurrence of the Completion Date, then the General Partners shall, at any time, fail to make any Subordinated Loan required to be made by them hereunder, or fail to make any payment required to be made by them under Sections 5.1(c) or (e), then within fifteen (15) days of the occurrence thereof, send to the Investment Limited Partner and the Special Limited Partner notice of such event and of the General Partners' their obligation to repurchase the Interests Interest of the Investment Limited Partner and the Special Limited Partner by paying to the Investment Limited Partner and the Special Limited Partner an amount (the "Repurchase Amount") equal to each such Partner's its Invested Amount minus the amount, if any, of such Partner's Capital Contribution which shall not yet have been paid (or deemed to have been paid) to the Partnership plus the amount of any third party costs, including, but not limited to, attorney's fees incurred by or on behalf of such Partner in implementing this Section 5.2(a) in the event the Investment Limited Partner and/or and the Special Limited Partner requires such a repurchaseso requires. If either the Special Investment Limited Partner or the Investment Special Limited Partner elects to require a repurchase of its Interest and the payment to it of an amount equal to its Repurchase Invested Amount, it shall send notice thereof to the Partnership within thirty (30) days after the mailing date of the General Partners' notice, notice (or at any time after the occurrence of any of the foregoing if the General Partners shall not have sent such a notice thereof, ) and the General Partners shall within ten thirty (1030) days after the Partnership receives any such notice from a Partner requiring the purchase of its Interest thereafter repurchase the Interest of such Partner and the Special Limited Partner by paying to each such Partner an amount equal to its Repurchase AmountInvested Amount plus the amount of any third party costs incurred by the Investment Limited Partner in implementing this Section 5.2(a).

Return of Capital Contributions. (a) Failure to Achieve Development and/or Tax Credit Benchmarks and Standards. If (i) the buildings comprising all 11 apartment units in the Apartment Complex are shall not have been placed in service prior to January by March 31, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) 1997, or (ii) by December 31, 1997 (or any later date fixed by the General Partners with the Consent 1997, fewer than 5 of the Investment Limited Partner) less than 100% of apartment units in the Low-Income Apartment Units Complex shall have been occupied by Qualified Tenantstenants meeting the terms of the Minimum Set-Aside Test under executed leases which shall have received any Requisite Approvals at rental levels meeting the requirements of the Rent Restriction Test, or (iii) Permanent Mortgage Commencement shall not have occurred prior to March 1December 31, 1997 (or any later date fixed by the General Partners Partner with the Consent of the Investment Special Limited Partner), or (iv) State Designation shall not have occurred by July 1June 30, 1997 (or any later date fixed by the General Partners Partner with the Consent of the Special Limited Partner) and by said date the General Partner shall not have made any payment as described in the next to last sentence of Section 5.1(e) or, if the Investment Limited Partner shall have elected to have all or a portion of any payment under Section 5.1(e) applied toward future Installment obligations of the Investment Limited Partner), amendments to this Agreement shall not have been adopted and filed in the Filing Office, reflecting such event, or (v) the Partnership shall fail to meet the Minimum Set- Set-Aside Test or the Rent Restriction Test by the close of the first year of the Credit Period and/or fails to continue to meet either of those Tests such tests at any time during the sixty (60)-month period commencing on such date, or (vi) prior to Permanent Mortgage Commencement, (aA) foreclosure proceedings shall have commenced under the Construction any Mortgage and such proceedings shall not have been dismissed within sixty (60) days, (b) any of the commitments of the Permanent Lender to provide the Permanent Mortgage financing shall be terminated or withdrawn and not reinstated or replaced within ninety (90) days with terms equal or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of the Permanent Lender shall have been obtained or (c) the Construction Lender shall have irrevocably refused to make any further advances under the Construction Mortgage and such decision shall not have been reversed or the Construction Lender replaced within sixty (60) days, or (vii) after Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced and such proceedings shall not have been dismissed within thirty (30) days, (bB) any of the commitments of Permanent a Lender to provide the Permanent a Mortgage Loan and/or any subsidy financing shall be terminated or withdrawn and not reinstated or replaced within sixty (60) days with terms equally or more at least as favorable to the Investment Limited Partner Partnership or terms for which the Consent of the Investment Special Limited Partner and (if required) the approval of any Agency Requisite Approvals shall have been obtained, or (viiiC) the Construction Lender, acting in good faith and in accordance with the provisions of the Construction Loan Documents, shall have irrevocably refused to make any further advances under the Construction Loan Documents and such decision shall not have been reversed or the Construction Lender replaced within sixty (60) days or (vii) if by December 31, 1997 1995 (or any later date fixed by the General Partners Partner with the Consent of the Investment Special Limited Partner), the Investment Special Limited Partner shall not have received, in form and substance satisfactory to the Investment Special Limited Partner, the certification of the Auditors that as of a date no later than December 31, 1996, the Partnership had incurred capitalizable costs with respect to the Apartment Complex of at least ten percent (10%) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 1998, so that each building in the Apartment Complex is a "qualified building" for the purposes of Section 42(h)(1)(E)(ii) of the CodeCarryover Certification, or (ixviii) if at any time it shall be determined by the Service or by the Tax Accountants that as of December 31a Carryover Certification could not be issued or was issued in error, 1996 or (ix) if by the Partnership had date which is twelve (12) months following the Completion Date, Rental Achievement shall not incurred capitalizable costs with respect to the Apartment Complex of at least ten percent (10%) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 1998have been achieved, or (x) the Completion Date has not occurred by January 31, 1997, or (xi) Breakeven Point has not been achieved within twelve (12) months after the Completion Date (or at any later date fixed by time the General Partners with the Consent of the Investment Limited Partner), or (xii) the General Partners shall, at any time, fail Partner fails to make any a Subordinated Loan required to be made by them hereunder, or fail to make any payment required to be made by them under Sections 5.1(cand such failure continues for ten (10) or (e)days, then within fifteen five (155) days of the occurrence thereof, the General Partner shall send to the Investment Limited Partner and the Special Limited Partner notice of such event and of the General Partners' Partner's obligation to repurchase the Interests of the Investment Limited Partner and the Special Limited Partner by paying to the Investment Limited Partner and the Special Limited Partner an amount (the "Repurchase Amount") equal to each such Partner's Invested Amount minus the amountportion, if any, of such Partner's Capital Contribution which shall not yet have been paid (or deemed to have been paid) to the Partnership plus the amount of any third third- party costs, including, but not limited towithout limitation, attorney's fees incurred by or on behalf of such Partner in implementing this Section 5.2(a) in the event the Investment Limited Partner and/or the Special Limited Partner requires require(s) such a repurchase. If either the Special Limited Partner or the Investment Limited Partner elects to require a repurchase of its Interest and the payment to it of an amount equal to its Repurchase Amount, it shall send notice thereof to the Partnership within thirty (30) days after the mailing date of the General Partners' Partner's notice, or at any time after the occurrence of any of the foregoing if the General Partners Partner shall not have sent such a notice thereof, and the General Partners Partner shall within ten (10) days after the Partnership receives any such notice from a Partner requiring requesting the purchase of its Interest repurchase the Interest of such Partner and the Special Limited Partner by paying to each such Partner an amount equal to its Repurchase Amount. If, following receipt of the General Partner's notice, either the Special Limited Partner or the Investment Limited Partner fails to send notice to the General Partner by the end of such 30-day period requesting the General Partner to purchase its Interest, the Special Limited Partner and/or the Investment Limited Partner, as the case may be, shall be deemed to have waived its right to cause the General Partner to purchase its Interest as a result of the event described in the General Partner's notice. No such waiver, however, shall affect the right of the Special Limited Partner and/or the Investment Limited Partner to cause the General Partner to purchase its Interest upon the occurrence of any other event described in this Section 5.2(a), or upon any subsequent occurrence of the event described in the General Partner's notice.

Return of Capital Contributions. (a) Failure to Achieve Development and/or Tax Credit Benchmarks and Standards. If (i) the buildings comprising all 48 apartment units in the Apartment Complex are shall not have been placed in service prior to January 31by February 1, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) or (ii) by December 31March 1, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) less than 100% of 48 apartment units in the Low-Income Apartment Units Complex shall have been occupied by Qualified Tenantstenants meeting the terms of the Minimum Set-Aside Test under executed leases which shall have received any necessary Agency or Lender approvals at rental levels meeting the requirements of the Rent Restriction Test, or (iii) Permanent Mortgage Commencement shall not have occurred prior to March 1, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), or (iv) State Designation shall not have occurred by July March 1, 1997 (or any later date fixed by the General Partners Partner with the Consent of the Investment Limited Partner), and by said date the General Partners shall not have made any payment as described in the last sentence of Section 5.1(g) or, if the Investment Limited Partner shall have elected to have all or a portion of any payment under Section 5.1(g) applied toward future Installment obligations of the Investment Limited Partner, amendments to this Agreement and, if applicable, to the Certificate shall not have been adopted and, in the case of the Certificate, if applicable, filed in the Filing Office, reflecting such event, or (v) the Partnership shall fail to meet the Minimum Set- Set-Aside Test or the Rent Restriction Test by the close of the first year of the Credit Period and/or fails to continue to meet either of those Tests at any time during the sixty (60)-month period commencing on such date, date or (vi) prior to Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced under the Construction Mortgage and such proceedings shall not have been dismissed within sixty thirty (6030) days, (b) any of the commitments of the Permanent Lender to provide the Permanent Mortgage financing shall be terminated or withdrawn and not reinstated or replaced within ninety (90) days with terms equal or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of the Permanent Lender shall have been obtained or (c) the Construction Lender shall have irrevocably refused to make any further advances under the Construction Mortgage and such decision shall not have been reversed or the Construction Lender replaced within sixty (60) days, or (vii) after Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced and such proceedings shall not have been dismissed within thirty (30) days, (b) the commitments of Permanent Lender FmHA to provide the Permanent Mortgage and/or any subsidy financing shall be terminated or withdrawn and not reinstated or replaced within sixty (60) days with terms equally or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of any Agency FmHA shall have been obtained, or (viiic) the Construction Lender shall have irrevocably refused to make any further advances under the Construction Mortgage and such decision shall not have been reversed or the Construction Lender replaced within thirty (30) days, or (vii) if (assuming the buildings constituting the Apartment Complex are not placed in service by December 31, 1996) by January 15, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), the Investment Limited Partner shall not have received, in form and substance satisfactory to the Investment Limited Partner, the certification of the Auditors that as of a date no later than December 31, 1996, the Partnership had incurred capitalizable costs with respect to the Apartment Complex of at least ten percent (10%) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 1998, 1998 so that each building in the Apartment Complex is a "qualified building" for the purposes of Section 42(h)(1)(E)(ii42 (h)(1)(E)(ii) of the Code, or (ixvii) if at any time it shall be determined by the Service or by the Tax Accountants that as of December 31, 1996 the Partnership had not incurred capitalizable costs with respect to the Apartment Complex of at least ten percent (10%) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 1998, or (xix) the Completion Date has not occurred if by January 31March 1, 1997, or (xi) Breakeven Point has not been achieved within twelve (12) months after the Completion Date 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner)) Cost Certification shall not have occurred, or (x) if by (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) the Breakeven Point shall not have been achieved, or (xii) if by Admission (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) the Partnership shall not have received from the duly authorized agency of the State, a "carryover allocation" of Tax Credit pursuant to Section 42(h)(1)(E) of the Code in an annual dollar amount of not less than $57,819, then the General Partners shall, at any time, fail to make any Subordinated Loan required to be made by them hereunder, or fail to make any payment required to be made by them under Sections 5.1(c) or within five (e), then within fifteen (155) days of the occurrence thereof, send to the Investment Limited Partner and the Special Limited Partner notice of such event and of the General Partners' obligation to repurchase the Interests of the Investment Limited Partner and the Special Limited Partner by paying to the Investment Limited Partner and the Special Limited Partner an amount (the "Repurchase Amount") equal to each such Partner's Invested Amount minus the amount, if any, of such Partner's Capital Contribution which shall not yet have been paid (or deemed to have been paid) to the Partnership plus the amount of any third party costs, including, but not limited to, attorney's fees incurred by or on behalf of such Partner in implementing this Section 5.2(a) in the event the Investment Limited Partner and/or the Special Limited Partner requires such a repurchase. If either the Special Limited Partner or the Investment Limited Partner elects to require a repurchase of its Interest and the payment to it of an amount equal to its Repurchase Amount, it shall send notice thereof to the Partnership within thirty (30) days after the mailing date of the General Partners' notice, or at any time after the occurrence of any of the foregoing if the General Partners shall not have sent such a notice thereof, and the General Partners shall within ten (10) days after the Partnership receives any such notice from a Partner requiring the purchase of its Interest repurchase the Interest of such Partner and the Special Limited Partner by paying to each such Partner an amount equal to its Repurchase Amount.

Return of Capital Contributions. (a) Failure to Achieve Development and/or Tax Credit Benchmarks and Standards. If (i) all of the buildings comprising apartment units in the Apartment Complex are shall not have been placed in service prior to January 31, 1997 by Admission (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) or (ii) by December 31July 1, 1997 (or 1997(or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) less than 100% of apartment units in the Low-Income Apartment Units Complex shall have been occupied by Qualified Tenants, or (iii) Permanent Mortgage Commencement shall not have occurred prior to March 1, 1997 Admission (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), or (iv) State Designation shall not have occurred by July 1, 1997 Admission (or any later date fixed by the General Partners Partner with the Consent of the Investment Limited Partner), or (v) the Partnership shall fail to meet the Minimum Set- Set-Aside Test or the Rent Restriction Test by the close of the first year of the Credit Period and/or fails to continue to meet either of those Tests at any time during the sixty (60)-month period commencing on such date, date or (vi) prior to Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced under the Construction Mortgage and such proceedings shall not have been dismissed within sixty (60) days, (b) any of the commitments of the Permanent any Lender or Agency to provide the Permanent Mortgage and/or any subsidy financing shall be terminated or withdrawn and not reinstated or replaced within ninety (90) days with terms equal equally or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of the Permanent any Lender or Agency shall have been obtained obtained, or (c) the Construction Lender shall have irrevocably refused to make any further advances under the Construction Mortgage and such decision shall not have been reversed or the Construction Lender replaced within sixty (60) days, or (vii) after Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced and such proceedings shall not have been dismissed within thirty (30) days, (b) the commitments of Permanent Lender to provide the Permanent Mortgage and/or any subsidy financing shall be terminated or withdrawn and not reinstated or replaced within sixty (60) days with terms equally or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of any Agency shall have been obtained, or (viii) if by December 31, 1997 Admission (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), the Investment Limited Partner shall not have receivedreceived a written certification of the Auditors, in a form and in substance satisfactory to Boston Capital, as to the Investment Limited Partner, the certification respective amounts of the Auditors that as of a date no later than Qualified Basis and the Applicable Percentage pertaining to each building in the Apartment Complex, or (viii) if by July 1, 1997, Rental Achievement has not been achieved or, (ix) Carryover Certification has not been achieved by December 31, 1996, the Partnership had incurred capitalizable costs with respect to the Apartment Complex of at least ten percent (10%) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 1998, so that each building in the Apartment Complex is a "qualified building" for the purposes of Section 42(h)(1)(E)(ii) of the Code, or (ixx) if at any time it shall be is determined by the Service or by Auditors, the Tax Accountants Accountants, or the Service that as of December 31, 1996 1994, the Partnership did not own land or depreciable property constituting part of the Apartment Complex and/or had not incurred capitalizable costs with respect to the Apartment Complex of at least ten percent (10%) of the Partnership's reasonably reasonable expected basis in the Apartment Complex as of December 31, 19981995, or (x) the Completion Date has not occurred by January 31, 1997, or (xi) Breakeven Point has not been achieved within twelve (12) months after the Completion Date (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), or (xii) then the General Partners shall, at any time, fail to make any Subordinated Loan required to be made by them hereunder, or fail to make any payment required to be made by them under Sections 5.1(c) or (e), then within fifteen (15) days of the occurrence thereof, send to the Investment Limited Partner and the Special Limited Partner notice of such event and of the General Partners' obligation to repurchase the Interests of the Investment Limited Partner and the Special Limited Partner by paying to the Investment Limited Partner and the Special Limited Partner an amount (the "Repurchase Amount") equal to each such Partner's Invested Amount minus the amount, if any, of such Partner's Capital Contribution which shall not yet have been paid (or deemed to have been paid) to the Partnership plus the amount of any third party costs, including, but not limited to, attorney's fees incurred by or on behalf of such Partner in implementing this Section 5.2(a) in the event the Investment Limited Partner and/or the Special Limited Partner requires such a repurchaseso require. If either the Special Limited Partner or the Investment Limited Partner elects to require a repurchase of its Interest and the payment to it of an amount equal to its Repurchase Invested Amount, it shall send notice thereof to the Partnership within thirty (30) days after the mailing date of the General Partners' notice, notice (or at any time after the occurrence of any of the foregoing if the General Partners shall not have sent such a notice thereof, ) and the General Partners shall within ten thirty (1030) days after the Partnership receives any such notice from a Partner requiring the purchase of its Interest thereafter repurchase the Interest of such Partner and the Special Limited Partner by paying to each such Partner an amount equal to its Repurchase AmountInvested Amount plus the amount of any third party costs incurred by or on behalf of such Partner in implementing this Section 5.2(a).

Return of Capital Contributions. (a) Failure to Achieve Development and/or Tax Credit Benchmarks and Standards. If (i) all of the buildings comprising apartment units in the Apartment Complex are shall not have been placed in service prior to January by December 31, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) or (ii) by December 31, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) less than 100% of apartment units in the Low-Income Apartment Units Complex shall have been occupied by Qualified Tenants, or (iii) Permanent Mortgage Commencement shall not have occurred prior to March 1December 31, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), or (iv) State Designation shall not have occurred by July 1December 31, 1997 (or any later date fixed by the General Partners Partner with the Consent of the Investment Limited Partner), or (v) the Partnership shall fail to meet the Minimum Set- Set-Aside Test or the Rent Restriction Test by the close of the first year of the Credit Period and/or fails to continue to meet either of those Tests at any time during the sixty (60)-month period commencing on such date, date or (vi) prior to Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced under the Construction Mortgage and such proceedings shall not have been dismissed within sixty (60) days, (b) any of the commitments of the Permanent any Lender or Agency to provide the Permanent Mortgage and/or any subsidy financing shall be terminated or withdrawn and not reinstated or replaced within ninety (90) days with terms equal equally or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of the Permanent any Lender or Agency shall have been obtained obtained, or (c) the Construction Lender shall have irrevocably refused to make any further advances under the Construction Mortgage and such decision shall not have been reversed or the Construction Lender replaced within sixty (60) days, or (vii) after Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced and such proceedings shall not have been dismissed within thirty (30) days, (b) the commitments of Permanent Lender to provide the Permanent Mortgage and/or any subsidy financing shall be terminated or withdrawn and not reinstated or replaced within sixty (60) days with terms equally or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of any Agency shall have been obtained, or (viii) if by December 31, 1997 Admission (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), the Investment Limited Partner shall not have receivedreceived a written certification of the Auditors, in a form and in substance satisfactory to Boston Capital, as to the Investment Limited Partner, the certification respective amounts of the Auditors that as of a date no later than December 31, 1996, Qualified Basis and the Partnership had incurred capitalizable costs with respect Applicable Percentage pertaining to the Apartment Complex of at least ten percent (10%) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 1998, so that each building in the Apartment Complex is a "qualified building" for the purposes of Section 42(h)(1)(E)(ii) of the CodeComplex, or (viii) if by June 30, 1998, Rental Achievement has not been achieved or, (ix) Carryover Certification has not been achieved by December 31, 1994, or (x) if at any time it shall be is determined by the Service or by Auditors, the Tax Accountants Accountants, or the Service that as of December 31, 1996 1994, the Partnership did not own land or depreciable property constituting part of the Apartment Complex and/or had not incurred capitalizable costs with respect to the Apartment Complex of at least ten percent (10%) of the Partnership's reasonably reasonable expected basis in the Apartment Complex as of December 31, 19981996, or (x) the Completion Date has not occurred by January 31, 1997, or (xi) Breakeven Point has not been achieved within twelve (12) months after the Completion Date (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), or (xii) then the General Partners shall, at any time, fail to make any Subordinated Loan required to be made by them hereunder, or fail to make any payment required to be made by them under Sections 5.1(c) or (e), then within fifteen (15) days of the occurrence thereof, send to the Investment Limited Partner and the Special Limited Partner notice of such event and of the General Partners' obligation to repurchase the Interests of the Investment Limited Partner and the Special Limited Partner by paying to the Investment Limited Partner and the Special Limited Partner an amount (the "Repurchase Amount") equal to each such Partner's Invested Amount minus the amount, if any, of such Partner's Capital Contribution which shall not yet have been paid (or deemed to have been paid) to the Partnership plus the amount of any third party costs, including, but not limited to, attorney's fees incurred by or on behalf of such Partner in implementing this Section 5.2(a) in the event the Investment Limited Partner and/or the Special Limited Partner requires such a repurchaseso require. If either the Special Limited Partner or the Investment Limited Partner elects to require a repurchase of its Interest and the payment to it of an amount equal to its Repurchase Invested Amount, it shall send notice thereof to the Partnership within thirty (30) days after the mailing date of the General Partners' notice, notice (or at any time after the occurrence of any of the foregoing if the General Partners shall not have sent such a notice thereof, ) and the General Partners shall within ten thirty (1030) days after the Partnership receives any such notice from a Partner requiring the purchase of its Interest thereafter repurchase the Interest of such Partner and the Special Limited Partner by paying to each such Partner an amount equal to its Repurchase AmountInvested Amount plus the amount of any third party costs incurred by or on behalf of such Partner in implementing this Section 5.2(a).

Return of Capital Contributions. (a) Failure to Achieve Development and/or Tax Credit Benchmarks and Standards. If (i) the buildings comprising all 48 apartment units in the Apartment Complex are shall not have been placed in service prior to January 31by February 1, 1997 2000, (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) or (ii) by December 31April 1, 1997 2000 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) less than 100% of 48 apartment units in the Low-Income Apartment Units Complex shall have been occupied by Qualified Tenantstenants meeting the terms of the Minimum Set-Aside Test under executed leases which shall have received any necessary Agency or Lender approvals at rental levels meeting the requirements of the Rent Restriction Test, or (iii) Permanent Mortgage Commencement shall not have occurred prior to March May 1, 1997 2000, (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), or (iv) State Designation shall not have occurred by July May 1, 1997 2000, (or any later date fixed by the General Partners Partner with the Consent of the Investment Limited Partner), and by said date the General Partners shall not have made any payment as described in the last sentence of Section 5.1(g) or, if the Investment Limited Partner shall have elected to have all or a portion of any payment under Section 5.1(g) applied toward future Installment obligations of the Investment Limited Partner, amendments to this Agreement and, if applicable, to the Certificate shall not have been adopted and, in the case of the Certificate, if applicable, filed in the Filing Office, reflecting such event, or (v) the Partnership shall fail to meet the Minimum Set- Set-Aside Test or the Rent Restriction Test by the close of the first year of the Credit Period and/or fails to continue to meet either of those Tests at any time during the sixty (60)-month period commencing on such date, date or (vi) prior to Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced under the Construction any Mortgage and such proceedings shall not have been dismissed within sixty (60) days, (b) any of the commitments of the Permanent Lender to provide the Permanent Mortgage financing shall be terminated or withdrawn and not reinstated or replaced within ninety (90) days with terms equal or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of the Permanent Lender shall have been obtained or (c) the Construction Lender shall have irrevocably refused to make any further advances under the Construction Mortgage and such decision shall not have been reversed or the Construction Lender replaced within sixty (60) days, or (vii) after Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced and such proceedings shall not have been dismissed within thirty (30) days, or (b) any of the commitments of Permanent Lender FmHA to provide the Permanent Mortgage and/or any subsidy financing shall be terminated or withdrawn and not reinstated or replaced within sixty (60) days with terms equally or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of any Agency FmHA shall have been obtained, or (viiivii) if (assuming the buildings constituting the Apartment Complex are not placed in service by December 31, 1997 1998) by January 15, 1999, (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), the Investment Limited Partner shall not have received, in form and substance satisfactory to the Investment Limited Partner, the certification of the Auditors that as of a date no later than December 31, 19961998, the Partnership had incurred capitalizable costs with respect to the Apartment Complex of at least ten percent (10%) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 1998, 2000 so that each building in the Apartment Complex is a "qualified building" for the purposes of Section 42(h)(1)(E)(ii42 (h)(1)(E)(ii) of the Code, or (ixvii) if at any time it shall be determined by the Service or by the Tax Accountants that as of December 31, 1996 1998 the Partnership had not incurred capitalizable costs with respect to the Apartment Complex of at least ten percent (10%) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 19982000, or (xix) the Completion Date has not occurred if by January 31May 1, 19972000, or (xi) Breakeven Point has not been achieved within twelve (12) months after the Completion Date (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner)) Cost Certification shall not have occurred, or (x) if by (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) the Breakeven Point shall not have been achieved, or (xii) if by Admission (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) the Partnership shall not have received from the duly authorized agency of the State, a "carryover allocation" of Tax Credit pursuant to Section 42(h)(1)(E) of the Code in an annual dollar amount of not less than $67,300, then the General Partners shall, at any time, fail to make any Subordinated Loan required to be made by them hereunder, or fail to make any payment required to be made by them under Sections 5.1(c) or within five (e), then within fifteen (155) days of the occurrence thereof, send to the Investment Limited Partner and the Special Limited Partner notice of such event and of the General Partners' obligation to repurchase the Interests of the Investment Limited Partner and the Special Limited Partner by paying to the Investment Limited Partner and the Special Limited Partner an amount (the "Repurchase Amount") equal to each such Partner's Invested Amount minus the amount, if any, of such Partner's Capital Contribution which shall not yet have been paid (or deemed to have been paid) to the Partnership plus the amount of any third party costs, including, but not limited to, attorney's fees incurred by or on behalf of such Partner in implementing this Section 5.2(a) in the event the Investment Limited Partner and/or the Special Limited Partner requires such a repurchase. If either the Special Limited Partner or the Investment Limited Partner elects to require a repurchase of its Interest and the payment to it of an amount equal to its Repurchase Amount, it shall send notice thereof to the Partnership within thirty (30) days after the mailing date of the General Partners' notice, or at any time after the occurrence of any of the foregoing if the General Partners shall not have sent such a notice thereof, and the General Partners shall within ten (10) days after the Partnership receives any such notice from a Partner requiring the purchase of its Interest repurchase the Interest of such Partner and the Special Limited Partner by paying to each such Partner an amount equal to its Repurchase Amount.

Return of Capital Contributions. (a) Failure to Achieve Development and/or Tax Credit Benchmarks and Standards. If (i) the buildings comprising all 11 apartment units in the Apartment Complex are shall not have been placed in service prior to January by March 31, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) 1997, or (ii) by December 31, 1997 (or any later date fixed by the General Partners with the Consent 1997, fewer than 5 of the Investment Limited Partner) less than 100% of apartment units in the Low-Income Apartment Units Complex shall have been occupied by Qualified Tenantstenants meeting the terms of the Minimum Set-Aside Test under executed leases which shall have received any Requisite Approvals at rental levels meeting the requirements of the Rent Restriction Test, or (iii) Permanent Mortgage Commencement shall not have occurred prior to March 1December 31, 1997 (or any later date fixed by the General Partners Partner with the Consent of the Investment Special Limited Partner), or (iv) State Designation shall not have occurred by July 1June 30, 1997 (or any later date fixed by the General Partners Partner with the Consent of the Special Limited Partner) and by said date the General Partner shall not have made any payment as described in the next to last sentence of Section 5.1(e) or, if the Investment Limited Partner shall have elected to have all or a portion of any payment under Section 5.1(e) applied toward future Installment obligations of the Investment Limited Partner), amendments to this Agreement shall not have been adopted and filed in the Filing Office, reflecting such event, or (v) the Partnership shall fail to meet the Minimum Set- Set-Aside Test or the Rent Restriction Test by the close of the first year of the Credit Period and/or fails to continue to meet either of those Tests such tests at any time during the sixty (60)-month period commencing on such date, or (vi) prior to Permanent Mortgage Commencement, (aA) foreclosure proceedings shall have commenced under the Construction any Mortgage and such proceedings shall not have been dismissed within sixty (60) days, (b) any of the commitments of the Permanent Lender to provide the Permanent Mortgage financing shall be terminated or withdrawn and not reinstated or replaced within ninety (90) days with terms equal or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of the Permanent Lender shall have been obtained or (c) the Construction Lender shall have irrevocably refused to make any further advances under the Construction Mortgage and such decision shall not have been reversed or the Construction Lender replaced within sixty (60) days, or (vii) after Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced and such proceedings shall not have been dismissed within thirty (30) days, (bB) any of the commitments of Permanent a Lender to provide the Permanent a Mortgage Loan and/or any subsidy financing shall be terminated or withdrawn and not reinstated or replaced within sixty (60) days with terms equally or more at least as favorable to the Investment Limited Partner Partnership or terms for which the Consent of the Investment Special Limited Partner and (if required) the approval of any Agency Requisite Approvals shall have been obtained, or (viiiC) if by December 31the Construction Lender, 1997 (or any later date fixed by the General Partners acting in good faith and in accordance with the Consent provisions of the Investment Limited Partner)Construction Loan Documents, shall have irrevocably refused to make any further advances under the Investment Limited Partner Construction Loan Documents and such decision shall not have received, in form and substance satisfactory to been reversed or the Investment Limited Partner, the certification of the Auditors that as of a date no later than December 31, 1996, the Partnership had incurred capitalizable costs with respect to the Apartment Complex of at least ten percent Construction Lender replaced within sixty (10%60) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 1998, so that each building in the Apartment Complex is a "qualified building" for the purposes of Section 42(h)(1)(E)(ii) of the Code, days or (ixvii) if at any time it shall be determined by the Service or by the Tax Accountants that as of December 31, 1996 the Partnership had a Carryover Certification could not incurred capitalizable costs with respect to the Apartment Complex of at least ten percent (10%) of the Partnership's reasonably expected basis be issued or was issued in the Apartment Complex as of December 31, 1998error, or (xviii) if by the Completion Date has not occurred by January 31, 1997, or (xi) Breakeven Point has not been achieved within date which is twelve (12) months after following the Completion Date (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner)Date, Rental Achievement shall not have been achieved, or (xiiix) at any time the General Partners shall, at any time, fail Partner fails to make any a Subordinated Loan required to be made by them hereunder, or fail to make any payment required to be made by them under Sections 5.1(cand such failure continues for ten (10) or (e)days, then within fifteen five (155) days of the occurrence thereof, the General Partner shall send to the Investment Limited Partner and the Special Limited Partner notice of such event and of the General Partners' Partner's obligation to repurchase the Interests of the Investment Limited Partner and the Special Limited Partner by paying to the Investment Limited Partner and the Special Limited Partner an amount (the "Repurchase Amount") equal to each such Partner's Invested Amount minus the amountportion, if any, of such Partner's Capital Contribution which shall not yet have been paid (or deemed to have been paid) to the Partnership plus the amount of any third third-party costs, including, but not limited towithout limitation, attorney's fees incurred by or on behalf of such Partner in implementing this Section 5.2(a) in the event the Investment Limited Partner and/or the Special Limited Partner requires require(s) such a repurchase. If either the Special Limited Partner or the Investment Limited Partner elects to require a repurchase of its Interest and the payment to it of an amount equal to its Repurchase Amount, it shall send notice thereof to the Partnership within thirty (30) days after the mailing date of the General Partners' Partner's notice, or at any time after the occurrence of any of the foregoing if the General Partners Partner shall not have sent such a notice thereof, and the General Partners Partner shall within ten (10) days after the Partnership receives any such notice from a Partner requiring requesting the purchase of its Interest repurchase the Interest of such Partner and the Special Limited Partner by paying to each such Partner an amount equal to its Repurchase Amount. If, following receipt of the General Partner's notice, either the Special Limited Partner or the Investment Limited Partner fails to send notice to the General Partner by the end of such 30-day period requesting the General Partner to purchase its Interest, the Special Limited Partner and/or the Investment Limited Partner, as the case may be, shall be deemed to have waived its right to cause the General Partner to purchase its Interest as a result of the event described in the General Partner's notice. No such waiver, however, shall affect the right of the Special Limited Partner and/or the Investment Limited Partner to cause the General Partner to purchase its Interest upon the occurrence of any other event described in this Section 5.2(a), or upon any subsequent occurrence of the event described in the General Partner's notice.

Return of Capital Contributions. (a) Failure to Achieve Development Developmental and/or Tax Credit Benchmarks and Standards. If (i) the buildings comprising all 23 apartment units in the Apartment Complex are shall not have been placed in service prior to January by December 31, 1997 1998 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) ), or (ii) by December 31, 1997 1999 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) less than 100% of 22 rental apartment units in the Low-Income Apartment Units Complex shall have been occupied by Qualified Tenantstenants meeting the terms of the Minimum Set-Aside Test under executed leases which shall have received any necessary Agency or Lender approvals at rental levels meeting the requirements of the Rent Restriction Test, or (iii) Permanent Mortgage Commencement shall not have occurred prior to March 1December 31, 1997 1999 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), or (iv) State Designation shall not have occurred by July 1December 31, 1997 1999 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner)) and by said date the General Partners shall not have made any payment as described in the last sentence of Section 5.1(g) or, if the Investment Limited Partner shall have elected to have all or a portion of any payment under Section 5.1(g) applied toward future Installment obligations of the Investment Limited Partner, amendments to this Agreement and, if applicable, to the Certificate shall not have been adopted and, in the case of the Certificate, if applicable, filed in the Filing Office, reflecting such event, or (v) the Partnership shall fail to meet the Minimum Set- Set-Aside Test or the Rent Restriction Test by the close of the first year of the Credit Period and/or fails to continue to meet either of those Tests at any time during the sixty (60)-month period commencing on such date, or (vi) prior to Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced under the Construction Mortgage and such proceedings shall not have been dismissed within sixty thirty (6030) days, (b) any of the commitments of the Permanent Lender Lenders to provide the Permanent Mortgage financing shall be terminated or withdrawn and not reinstated or replaced within ninety (90) days with terms equal or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of the Permanent Lender shall have been obtained or (c) the Construction Lender shall have irrevocably refused to make any further advances under the Construction Mortgage and such decision shall not have been reversed or the Construction Lender replaced within sixty (60) days, or (vii) after Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced and such proceedings shall not have been dismissed within thirty (30) days, (b) the commitments of Permanent Lender to provide the Permanent Mortgage Mortgages and/or any subsidy financing shall be terminated or withdrawn and not reinstated or replaced within sixty (60) days with terms equally or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of any Agency the Lenders shall have been obtained, or (viiic) the Construction Lender shall have irrevocably refused to make any further advances under the Construction Mortgage and such decision shall not have been reversed or the Construction Lender replaced within thirty (30) days, or (vii) if by December 31, 1997 1998 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), the Investment Limited Partner shall not have received, in form and substance satisfactory to the Investment Limited Partner, the certification of the Auditors that as of a date no later than December 31, 19961997, the Partnership had incurred capitalizable costs with respect to the Apartment Complex of at least ten percent per cent (10%) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 19981999, so that each building in the Apartment Complex is a "qualified building" for the purposes of Section 42(h)(1)(E)(ii) of the Code, or (ixviii) if at any time it shall be determined by the Service or by the Tax Accountants that as of December 31, 1996 1997 the Partnership had not incurred capitalizable costs with respect to the Apartment Complex of at least ten percent per cent (10%) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 19981999, or (xix) the Completion Date has not occurred if by January December 31, 1997, or (xi) Breakeven Point has not been achieved within twelve (12) months after the Completion Date 1999 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner)) Cost Certification shall not have occurred, or (x) if by December 31, 2000 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) Rental Achievement shall not have been achieved, or (xi) if by December 31, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) the Partnership shall not have received from the duly authorized agency of the State a "carryover allocation" of Tax Credit pursuant to Section 42(h)(1)(E) of the Code in an annual dollar amount of not less than $291,646, or (xii) the General Partners shall, at any time, fail to make any Subordinated Loan required the advances necessary to be made by them hereunderfund payment of the Asset Management Fee pursuant to Section 6.10 then the General Partners shall, or fail to make any payment required to be made by them under Sections 5.1(c) or within five (e), then within fifteen (155) days of the occurrence thereof, send to the Investment Limited Partner and the Special Limited Partner notice of such event and of the General Partners' obligation to repurchase the Interests of the Investment Limited Partner and the Special Limited Partner by paying to the Investment Limited Partner and the Special Limited Partner an amount (the "Repurchase Amount") equal to each such Partner's Invested Amount minus the amount, if any, of such Partner's Capital Contribution which shall not yet have been paid (or deemed to have been paid) to the Partnership plus the amount of any third third-party costs, including, but not limited to, attorney's fees incurred by or on behalf of such Partner in implementing this Section 5.2(a) in the event the Investment Limited Partner and/or the Special Limited Partner requires such a repurchase. If either the Special Limited Partner or the Investment Limited Partner elects to require a repurchase of its Interest and the payment to it of an amount equal to its Repurchase Amount, it shall send notice thereof to the Partnership within thirty (30) days after the mailing date of the General Partners' notice, or at any time after the occurrence of any of the foregoing if the General Partners shall not have sent such a notice thereof, and the General Partners shall within ten (10) days after the Partnership receives any such notice from a Partner requiring requesting the purchase of its Interest repurchase the Interest of such Partner and the Special Limited Partner by paying to each such Partner an amount equal to its Repurchase Amount.

Return of Capital Contributions. (a) Failure to Achieve Development and/or Tax Credit Benchmarks and Standards. If (i) all 28 of the buildings comprising apartment units in the Apartment Complex are shall not have been placed in service prior to January by December 31, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) 1996 or (ii) by December 31, 1997 1996 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) less than 100% of 28 apartment units in the Low-Income Apartment Units Complex shall have been occupied by Qualified Tenantstenants meeting the terms of the Minimum Set-Aside Test under executed leases which shall have received any necessary Agency or Lender approvals at rental levels meeting the requirements of the Rent Restriction Test, or (iii) Permanent Mortgage Commencement shall not have occurred prior to March February 1, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), or (iv) State Designation shall not have occurred by July 1December 31, 1996 and/or evidence thereof, in the form of fully executed Forms 8609 is not received by the Partnership by March 31, 1997 (or any later date fixed by the General Partners Partner with the Consent of the Investment Limited Partner)) , or by said date the General Partners shall not have made any payment as described in the last sentence of Section 5.1(g) or, if the Investment Limited Partner shall have elected to have all or a portion of any payment under Section 5.1(g) applied toward future Installment obligations of the Investment Limited Partner, amendments to this Agreement and, if applicable, to the Certificate shall not have been adopted and, in the case of the Certificate, if applicable, filed in the Filing Office, reflecting such event, or (v) the Partnership shall fail to meet the Minimum Set- Set-Aside Test or the Rent Restriction Test by the close of the first year of the Credit Period and/or fails to continue to meet either of those Tests at any time during the sixty (60)-month period commencing on such date, date or (vi) prior to Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced under the Construction Mortgage and such proceedings shall not have been dismissed within sixty thirty (6030) days, (b) any of the commitments of the Permanent any Lender to provide the Permanent Mortgage financing shall be terminated or withdrawn and not reinstated or replaced within ninety (90) days with terms equal or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of the Permanent Lender shall have been obtained or (c) the Construction Lender shall have irrevocably refused to make any further advances under the Construction Mortgage and such decision shall not have been reversed or the Construction Lender replaced within sixty (60) days, or (vii) after Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced and such proceedings shall not have been dismissed within thirty (30) days, (b) the commitments of Permanent Lender Agency to provide the Permanent Mortgage and/or any subsidy financing shall be terminated or withdrawn and not reinstated or replaced within sixty (60) days with terms equally or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of any Agency shall have been obtained, or (viiic) the Construction Lender shall have irrevocably refused to make any further advances under the Construction Mortgage and such decision shall not have been reversed or the Construction Lender replaced within thirty (30) days, or (vii) if by December 31, 1997 1996 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), the Investment Limited Partner shall not have received, in form and substance satisfactory to the Investment Limited Partner, the certification of the Auditors that as of a date no later than December 31, 19961994, the Partnership had incurred capitalizable costs with respect to the Apartment Complex of at least ten percent (10%) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 19981996, so that each building in the Apartment Complex is a "qualified building" for the purposes of Section 42(h)(1)(E)(ii) of the Code, or (ixviii) if at any time it shall be determined by the Service or by the Tax Accountants that as of December 31, 1996 1994 the Partnership had not incurred capitalizable costs with respect to the Apartment Complex of at least ten percent (10%) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 19981996, or (xix) the Completion Date has Breakeven shall not have occurred by January March 31, 1997, or (xi) Breakeven Point has not been achieved within twelve (12) months after the Completion Date (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), or (xii) then the General Partners shall, at any time, fail to make any Subordinated Loan required to be made by them hereunder, or fail to make any payment required to be made by them under Sections 5.1(c) or within five (e), then within fifteen (155) days of the occurrence thereof, send to the Investment Limited Partner and the Special Limited Partner notice of such event and of the General Partners' obligation to repurchase the Interests of the Investment Limited Partner and the Special Limited Partner by paying to the Investment Limited Partner and the Special Limited Partner an amount (the "Repurchase Amount") equal to each such Partner's Invested Amount minus the amount, if any, of such Partner's Capital Contribution which shall not yet have been paid (or deemed to have been paid) to the Partnership plus the amount of any third party costs, including, but not limited to, attorney's ' s fees incurred by or on behalf of such Partner in implementing this Section 5.2(a) in the event the Investment Limited Partner and/or the Special Limited Partner requires such a repurchase. If either the Special Limited Partner or the Investment Limited Partner elects to require a repurchase of its Interest and the payment to it of an amount equal to its Repurchase Amount, it shall send notice thereof to the Partnership within thirty (30) days after the mailing date of the General Partners' notice, or at any time after the occurrence of any of the foregoing if the General Partners shall not have sent such a notice thereof, and the General Partners shall within ten (10) days after the Partnership receives any such notice from a Partner requiring the purchase of its Interest repurchase the Interest of such Partner and the Special Limited Partner by paying to each such Partner an amount equal to its Repurchase Amount.

Return of Capital Contributions. (a) Failure to Achieve Development and/or Tax Credit Benchmarks and Standards. If (i) the buildings comprising all 93 apartment units in the Apartment Complex are shall not have been placed in service prior to January by December 31, 1997 1996 (or any later date fixed by for purposes of satisfying the General Partners with the Consent requirements of Section 42(h)(1)(E)(i) of the Investment Limited Partner) Code with respect to the 1994 Tax Credit carryover allocation), or (ii) by the Completion Date has not occurred prior to December 31, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner) less than 100% of the Low-Income Apartment Units shall have been occupied by Qualified Tenants1995, or (iii) Permanent Mortgage Commencement shall not have occurred prior to March 131, 1997 1996 (or any later date fixed by the General Partners Partner with the Consent of the Investment Special Limited Partner), or (iv) State Designation shall not have occurred by July 1, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), or (v) the Partnership shall fail to meet the Minimum Set- Aside Test or the Rent Restriction Test by the close of the first year of the Credit Period and/or fails to continue to meet either of those Tests such tests at any time during the sixty (60)-month period commencing on such date, or (viv) prior to Permanent Mortgage Commencement, (aA) foreclosure proceedings shall have commenced under the Construction any Mortgage and such proceedings shall not have been dismissed within sixty (60) days, (b) any of the commitments of the Permanent Lender to provide the Permanent Mortgage financing shall be terminated or withdrawn and not reinstated or replaced within ninety (90) days with terms equal or more favorable to the Investment Limited Partner or terms for which the Consent of the Investment Limited Partner and (if required) the approval of the Permanent Lender shall have been obtained or (c) the Construction Lender shall have irrevocably refused to make any further advances under the Construction Mortgage and such decision shall not have been reversed or the Construction Lender replaced within sixty (60) days, or (vii) after Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced and such proceedings shall not have been dismissed within thirty (30) days, days or (bB) any of the commitments of Permanent a Lender to provide the Permanent a Mortgage Loan and/or any subsidy financing shall be terminated or withdrawn and not reinstated or replaced within sixty (60) days with terms equally or more at least as favorable to the Investment Limited Partner Partnership or terms for which the Consent of the Investment Special Limited Partner and (if required) the approval of any Agency Requisite Approvals shall have been obtained, or (viii) if by December 31, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), the Investment Limited Partner shall not have received, in form and substance satisfactory to the Investment Limited Partner, the certification of the Auditors that as of a date no later than December 31, 1996, the Partnership had incurred capitalizable costs with respect to the Apartment Complex of at least ten percent (10%) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 1998, so that each building in the Apartment Complex is a "qualified building" for the purposes of Section 42(h)(1)(E)(ii) of the Code, or (ixvi) if at any time it shall be determined by the Service that a Carryover Certification could not be issued or by the Tax Accountants that as of December 31, 1996 the Partnership had not incurred capitalizable costs with respect to the Apartment Complex of at least ten percent (10%) of the Partnership's reasonably expected basis was issued in the Apartment Complex as of December 31, 1998error, or (xvii) if by the Completion Date has not occurred by January 31, 1997, or (xi) Breakeven Point has not been achieved within date which is twelve (12) months after following the Completion Date (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner)Date, Rental Achievement shall not have been achieved, or (xiiviii) at any time the General Partners shall, at any time, fail Partner fails to make any a Subordinated Loan required to be made by them hereunder, or fail to make any payment required to be made by them under Sections 5.1(cand such failure continues for ten (10) or (e)days, then within fifteen five (155) days of the occurrence thereof, the General Partner shall send to the Investment Limited Partner Partners and the Special Limited Partner notice of such event and of the General Partners' Partner's obligation to repurchase the Interests of the Investment Limited Partner Partners and the Special Limited Partner by paying to the Investment Limited Partner Partners and the Special Limited Partner an amount (the "Repurchase Amount") equal to each such Partner's Invested Amount minus the amountamount of any Tax Credits allocable to such Partner's Interest pursuant to this Agreement which will not be recaptured as a result of the disposition of said Partner's Interest or otherwise and minus the portion, if any, of such Partner's Capital Contribution which shall not yet have been paid (or deemed to have been paid) to the Partnership plus the amount of any third third-party costs, including, but not limited towithout limitation, attorney's fees incurred by or on behalf of such Partner in implementing this Section 5.2(a) in the event the Investment Limited Partner Partners and/or the Special Limited Partner requires require(s) such a repurchase. If either the Special Limited Partner or the Investment Limited Partner Partners elects to require a repurchase of its Interest and the payment to it of an amount equal to its Repurchase Amount, it shall send notice thereof to the Partnership within thirty (30) days after the mailing date of the General Partners' Partner's notice, or at any time after the occurrence of any of the foregoing if the General Partners Partner shall not have sent such a notice thereof, and the General Partners Partner shall within ten sixty (1060) days after the Partnership receives any such notice from a Partner requiring requesting the purchase of its Interest repurchase the Interest of such Partner and the Special Limited Partner by paying to each such Partner an amount equal to its Repurchase Amount. If, following receipt of the General Partner's notice, either the Special Limited Partner or the Investment Limited Partners fails to send notice to the General Partner by the end of such thirty (30)-day period requesting the General Partner to purchase its Interest, the Special Limited Partner and/or the Investment Limited Partners, as the case may be, shall be deemed to have waived its right to cause the General Partner to purchase its Interest as a result of the event described in the General Partner's notice. No such waiver, however, shall affect the right of the Special Limited Partner and/or the Investment Limited Partners to cause the General Partner to purchase its Interest upon the occurrence of any other event described in this Section 5.2(a), or upon any subsequent occurrence of the event described in the General Partner's notice.