Common use of Sincerely, Clause in Contracts

Sincerely,. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President Labor Relations Agree and concur: ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three (3) year agreement from DOS (Date of Signing), unless extended in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed to the street at any Line Station (providing the employee exercises his seniority to the fullest extent) as a result of any flight activity that may be transferred from LUS to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation of the above Job Protection provisions o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Sr. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result of the merger, amongst the accreted groups, the company agrees to meet with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as of the date of ratification of this agreement and shall not apply in circumstances where the Company’s non-compliance is caused in substantial part b y Conditions Beyond the Company’s Control.

Sincerely,. EXHIBIT E EXHIBIT F CONTRACTOR'S CERTIFICATE [Contractor's Letterhead] _______________, 200_ WNC Housing Tax Credit Fund VI Series 12, L.P. c/o WNC & Associates, Inc. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ Vice President Labor Relations Agree and concur: ▇▇. ▇▇▇ Re: Memphis 2004.0 LP Ladies and Gentlemen: The undersigned [▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. dba ▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three Affordable Homes] (3) year agreement from DOS (Date of Signinghereinafter referred to as "Contractor"), unless extended has furnished or through various contractors, sub-contractors, or material suppliers has contracted to furnish labor, services and/or materials to satisfy the Construction Contract (hereinafter collectively referred to as the "Work") in connection with the improvement of certain real property known as __________________ located in Memphis, Shelby County, Tennessee (hereinafter known as the "Project"). Any terms not defined herein shall have the meaning ascribed in the Amended and Restated Agreement of Limited Partnership of Memphis 2004.0 LP. Contractor makes the following representations, warranties and covenants regarding the Work at the Project with full knowledge that the Limited Partner will rely on these representations, warranties and covenants as a condition to making its Capital Contribution payment to Memphis 2004.0 LP: o Work on said Project has been performed and completed in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee the Plans and Specifications for the Project. o Contractor acknowledges that upon the Partnership's receipt of the Limited Partner's placed in service Capital Contribution payment all amounts owed to Contractor, sub-contractor or material suppliers to complete the Work will be furloughed to the street at any Line Station (providing the employee exercises his seniority to the fullest extent) as a result paid in full. o Contractor acknowledges Memphis 2004.0 LP is not in violation of any flight activity terms and conditions of the Construction Contract. o Contractor acknowledges that may be transferred from LUS to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM the Construction Contract has been paid in full and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate all liens for the accreted groups)Work have been released. In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  EXHIBIT F The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation undersigned has personal knowledge of the above Job Protection provisions o Associated employees may include:  QA Auditors – PHX, PIT matters stated herein and CLT  Material Controllers – PIT  Sr. Planners – PHX, PIT is authorized and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result fully qualified to execute this document on behalf of the mergerContractor. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, amongst ▇▇. DBA ▇▇▇▇▇▇▇ AFFORDABLE HOMES By: ___________________________ Name: ____________________ Title: ____________________ EXHIBIT F-2 EXHIBIT G DEPRECIATION SCHEDULE Real Property: Use Modified Accelerated Cost Recovery System ("MACRS") 27.5 year straight-line depreciation using the accreted groups, the company agrees to meet with the IAM to discuss a relocation package for affected employeesmid-month.   The job protections described above will apply only to those employees whose names appear on the Mechanic Real property includes buildings and Related System Seniority List (including Stores, Accreted groups) as of the date of ratification of this agreement and shall not apply in circumstances where the Company’s non-compliance is caused in substantial part b y Conditions Beyond the Company’s Controlbuilding improvements.

Sincerely,. F1 EXHIBIT F TO THE PARTNERSHIP AGREEMENT [CONTRACTOR'S CERTIFICATE] [Contractor's Letterhead] _______________, 199____ WNC Housing Tax Credit Fund VI, Series 6 c/o WNC & Associates, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ Vice President Labor Relations Agree and concur: ▇▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three ▇▇▇▇▇ Re: UNITED DEVELOPMENT CO., L.P. - 97.0 Dear Ladies and Gentlemen: The undersigned ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., (3) year agreement from DOS (Date of Signinghereinafter referred to as "Contractor"), unless extended has furnished or has contracted to furnish labor, services and/or materials (hereinafter collectively referred to as the "Work") in connection with the improvement of certain real property known as __________________ located in Memphis, Shelby County, Tennessee (hereinafter known as the "Project"). Contractor makes the following representations and warranties regarding Work at the Project. Work on said Project has been performed and completed in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed the plans and specifications for the Project. Contractor acknowledges that all amounts owed pursuant to the street at any Line Station (providing contract for Work performed for UNITED DEVELOPMENT CO., L.P. - 97.0 is paid in full. Contractor acknowledges that UNITED DEVELOPMENT CO., L.P. - 97.0 is not in violation with terms and conditions of the employee exercises his seniority contractual documents related to the fullest extent) as a result of any flight activity Project. Contractor warrants that may be transferred from LUS to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate all parties who have supplied Work for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation improvement of the Project have been paid in full. Contractor acknowledges the contract to be paid in full and releases any lien or right to lien against the above Job Protection provisions o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Srproperty. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result The undersigned has personal knowledge of the merger, amongst the accreted groups, the company agrees matters stated herein and is authorized and fully qualified to meet with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear execute this document on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as behalf of the date of ratification of this agreement and shall not apply in circumstances where the Company’s non-compliance is caused in substantial part b y Conditions Beyond the Company’s Control.Contractor. (NAME OF COMPANY) By:_________________________________________ Title:________________________________________ EXHIBIT G TO THE PARTNERSHIP REPORT OF OPERATIONS QUARTER ENDED:____________________________,199X ------------------------------------- ----------------------------------- LOCAL PARTNERSHIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- GENERAL PARTNER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PROPERTY NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ----------------------------------- ------------------------------------- ----------------------------------- RESIDENT MANAGER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ACCOUNTANT: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------ ----------------------------------- MANAGEMENT COMPANY ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CONTACT: ------------------------------------- ----------------------------------- ------------------------------------------------------------------------------- OCCUPANCY INFORMATION

Sincerely,. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Secretary-Treasurer Concur: ▇▇▇▇ ▇▇▇▇▇▇▇▇ (During negotiations on the present contract, it was agreed by all parties that this side letter would be extended for the term of this contract) January 28, 1994 University of California at Berkeley Campus Personnel ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇ Reid, Chief Negotiator Building and Construction Trades Council of Alameda County ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Dear ▇▇. ▇▇▇▇: During negotiations the Council acknowledged the University's right under Article 31 of the Agreement to subcontract both construction and maintenance work. The contents of this letter do not in any way reduce or diminish those rights. During the term of this Agreement the University will use various methods to procure the services of temporary maintenance workers based on situational requirements and constraints. One such method the University will use is to procure temporary maintenance workers directly from the union hiring hall. In those instances in which the University uses the hiring hall, it will notify the appropriate union of its needs. Within two working days of the University's request, the union will refer a diverse pool of qualified applicants for the position or positions. The University is free to hire or reject the applicants referred through this process. If the University does not fulfill its staffing needs after the two-working day union-referral period, other recruitment sources will be utilized. The use or non-use of the hiring hall shall not be subject to the grievance or arbitration procedure set forth in the collective bargaining agreement unless the exercise thereof violates an express written provision of the agreement. For your information, an employee appointed to work full time for three months or more is eligible to enroll in one of the University's health plans. If you agree that the foregoing correctly reflects your understanding, please sign in the space provided below. Sincerely, ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President Labor Relations Agree and concurBerkeley Laboratory Berkeley Campus Concur: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Berkeley Laboratory ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ January 3, 1991 ▇▇. ▇▇▇▇▇ ▇. Brown Secretary-Treasurer Building and Construction Trades Council of Alameda County, AFL-CIO ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ President & Directing General Chairman IAMAW District 142 Three (3) year agreement from DOS (Date of Signing)▇▇▇▇▇▇▇, unless extended in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed to the street at any Line Station (providing the employee exercises his seniority to the fullest extent) as a result of any flight activity that may be transferred from LUS to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate for the accreted groups)▇▇ ▇▇▇▇▇ Dear ▇▇. In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation of the above Job Protection provisions o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Sr. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result of the merger, amongst the accreted groups, the company agrees to meet with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as of the date of ratification of this agreement and shall not apply in circumstances where the Company’s non-compliance is caused in substantial part b y Conditions Beyond the Company’s Control.▇▇▇▇▇:

Sincerely,. s/ Lee A. Merkle-Raymond ------------------------------ Lee A. Merkle-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President Labor Relations Agree and concur: ▇▇. ▇▇t National Bank Accepted and ▇▇▇▇▇▇: /▇/ ▇▇▇▇▇▇ ▇. DeSantis ------------------------------ Robert J. DeSanti▇, ▇▇▇ ▇▇▇.▇▇▇, ▇▇c. cc: Geoff Fletcher, CF▇, ▇▇▇▇▇▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three ▇▇nture ▇▇▇▇▇▇▇s: via fa▇: ▇▇▇.▇▇▇.▇▇78 DSL.NET, INC. SUMMARY OF TERMS AND CONDIT▇▇▇▇ FOR PROPOSED $15,000,000 SENIOR REVOLVING CREDIT FACILITY WITH VANTAGEPOINT AND COLUMBIA CAPITAL GUARANTEES OCTOBER 9, 2002 -------------------------------------------------------------------------------- THE PROPOSED TERMS AND CONDITIONS ARE PROVIDED FOR DISCUSSION PURPOSES ONLY AND DO NOT CONSTITUTE AN OFFER, AGREEMENT OR COMMITMENT TO LEND. THE ACTUAL TERMS AND CONDITIONS UPON WHICH FLEET NATIONAL BANK MIGHT EXTEND CREDIT TO THE BORROWER ARE SUBJECT TO SATISFACTORY COMPLETION OF DUE DILIGENCE, SATISFACTORY REVIEW OF DOCUMENTATION AND SUCH OTHER TERMS AND CONDITIONS AS ARE DETERMINED BY FLEET NATIONAL BANK AND ITS COUNSEL. FACILITY: $15,000,000 committed revolving line of credit. BORROWER: DSL.net, Inc. GUARANTORS: VantagePoint Venture ▇▇▇▇▇▇rs III (3) year agreement from DOS (Date of SigningQ), unless extended in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee L. P. and/or Columbia Capital Partners Funds II and III. Guarantees will be furloughed in form acceptable to Fleet. AVAILABILITY: Availability will be subject to guarantees from the street at any Line Station (providing the employee exercises his seniority to the fullest extent) as a result of any flight activity that may be transferred from LUS to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate Guarantors for the accreted groups)amount of outstanding loans. In exchange TENOR/REPAYMENT: Loans can be borrowed, repaid and re-borrowed for two years from the cross utilization provisions contained within this paragraph closing date. Any borrowings which remain outstanding on the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with second anniversary of the implementation of Cross Utilization by classification, no employee within that classification, closing date will be involuntarily displaced from their current location (Non-Base) at any common location and including repaid in 12 equal quarterly installments; the accreted groups.  The relocation of covered employees at balance will be repaid to $0.00 upon the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation fifth anniversary of the above Job Protection provisions o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Sr. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result of the merger, amongst the accreted groups, the company agrees to meet with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as of the date of ratification of this agreement and shall not apply in circumstances where the Company’s non-compliance is caused in substantial part b y Conditions Beyond the Company’s Controlclosing date.

Sincerely,. By ------------------------------------- Name ----------------------------------- Title ---------------------------------- SCHEDULES TO COMPLIANCE CERTIFICATE Schedule 1 - Non-Compliance with Covenants Schedule 2 - Business Locations and Names of Borrowers and Guarantors Schedule 3 - Tax Liens; Unpaid Tax or Withholding Obligations Schedule 4 - List of all Deposit Accounts and Securities Accounts of Borrowers and Guarantors Schedule 5 - Pending Material Litigation; Defaults under Material Contracts Schedule 6 - Newly Acquired Intellectual Property Licenses EXHIBIT C TO CREDIT AND SECURITY AGREEMENT [RESERVED] EXHIBIT D TO CREDIT AND SECURITY AGREEMENT (NOTICE OF BORROWING) BORROWER REPRESENTATIVE DATE: __________ This certificate is given by __________________, a Responsible Officer of Insulet Corporation ("BORROWER REPRESENTATIVE"), pursuant to Section 2.1(b)(i) of that certain dated as of December 27, 2006 among Borrower Representative, Sub-Q Solutions, Inc., and any additional Borrower that may be a party thereto or from time to time be added thereto (collectively, "BORROWERS"), the Lenders from time to time party thereto and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital, a division of ▇▇▇▇ Vice President Labor Relations Agree and concur: ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three Business Financial Services Inc., as Administrative Agent for Lenders (3as such agreement may have been amended, restated, supplemented or otherwise modified from time to time the "CREDIT AGREEMENT"). Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement. The undersigned Responsible Officer hereby gives notice to Administrative Agent of Borrower Representative's request to on December 27, 2006 borrow Thirty Million Dollars ($30,000,000) year agreement from DOS (Date of Signing)the Term Loan. The undersigned officer hereby certifies that, unless extended in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed both before and after giving effect to the street at any Line Station request above (providing the employee exercises his seniority to the fullest extenta) as a result of any flight activity that may be transferred from LUS to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation each of the above Job Protection provisions o Associated employees may include:  QA Auditors – PHXconditions precedent set forth in Section 7.1 and 7.2 have been satisfied, PIT and CLT  Material Controllers – PIT  Sr. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result (b) all of the mergerrepresentations and warranties contained in the Credit Agreement and the other Financing Documents are true, amongst the accreted groups, the company agrees to meet with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear on the Mechanic correct and Related System Seniority List (including Stores, Accreted groups) complete in all material respects as of the date hereof, except to the extent such representation or warranty relates to a specific date, in which case such representation or warranty is true, correct and complete as of ratification such earlier date, and (c) no Default or Event of this agreement Default has occurred and shall not apply in circumstances where is continuing on the Company’s non-compliance is caused in substantial part b y Conditions Beyond the Company’s Controldate hereof.

Sincerely,. EXHIBIT F TO THE PARTNERSHIP AGREEMENT [CONTRACTOR'S CERTIFICATE] [Contractor's Letterhead] _______________, 200____ WNC Holding, LLC c/o WNC & Associates, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ Vice President Labor Relations Agree and concur▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Re: ▇▇. ▇ ▇▇▇▇ ▇▇▇▇ Limited Partnership Dear Ladies and Gentlemen: The undersigned Developers & Associates, Inc., (hereinafter referred to as "Contractor"), has furnished or has contracted to furnish labor, services and/or materials (hereinafter collectively referred to as the "Work") in connection with the improvement of certain real property known as _______________ located in ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three County, South Dakota (3) year agreement from DOS (Date of Signinghereinafter known as the "Apartment Housing"), unless extended . Contractor makes the following representations and warranties regarding Work at the Apartment Housing. o Work on said Apartment Housing has been performed and completed in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed the plans and specifications for the Apartment Housing. o Contractor acknowledges that all amounts owed pursuant to the street at any Line Station (providing contract for Work performed for ▇▇▇ ▇▇▇▇ ▇▇▇▇ Limited Partnership is paid in full. o Contractor acknowledges that ▇▇▇ ▇▇▇▇ ▇▇▇▇ Limited Partnership is not in violation with terms and conditions of the employee exercises his seniority contractual documents related to the fullest extentApartment Housing. o Contractor warrants that all parties who have supplied Work for improvement of the Apartment Housing have been paid in full. o Contractor acknowledges the contract to be paid in full and releases any lien or right to lien against the above property. The undersigned has personal knowledge of the matters stated herein and is authorized and fully qualified to execute this document on behalf of the Contractor. (NAME OF COMPANY) By:______________________________________ Title:___________________________________ EXHIBIT G TO THE PARTNERSHIP DEPRECIATION SCHEDULE Real Property: Use Modified Accelerated Cost Recovery System ("MACRS") 27.5 year straight-line depreciation using the mid month convention or use MACRS Alternative Depreciation System ("ADS") 40 year straight-line depreciation if required pursuant to the Agreement. Real Property includes buildings and building improvements. Personal property: Use 5-year recovery period using mid-year 200% declining balance, if it relates to residential real estate or use MACRS Alternative Depreciation System ("ADS") 12 year straight-line depreciation if required pursuant to the Agreement. Personal property related to commercial space must use a 7-year recovery period using mid year 200% declining balance. The following costs have a 5-year recovery period: o Removable appliances (not central climate control system equipment or water heaters) o Draperies, blinds and shades, if they would be reusable if removed o Carpeting, if its removal would not destroy the underlying floor o Vinyl flooring, if its removal would be easy and not destroy the underlying floor o Common area furnishings o Photocopy equipment o Calculators, adding machines o Typewriters o Computers o Wall coverings, if their removal would not destroy the underlying wall o Exit signs o Security systems (not fire protection system, sprinkler system, smoke detectors, or fire escapes) o Outdoor security lighting (not parking lot lighting) o Fire extinguishers o Decorative lighting and sconces (not light fixtures for central lighting) o Outdoor decorative lighting, such as that lighting signs o Telephone systems o Corridor handrails (not bathroom or stairway) o Raised floors to accommodate wirings in computer rooms The following costs have a result 7-year recovery period with a mid year 200% declining balance: o Office furnishings o Cabinets and shelving o Bulletin boards o Conference or meeting room movable partitions A percentage of any flight activity that may the development fee is also allowed in personal property. The percentage is calculated by taking the ratio of personal property cost, excluding development fee, to total development costs and multiplying the development fee by the calculated ratio. Land improvements Cost Recovery - Use 15-year recovery period using mid-year 150% declining balance or use MACRS Alternative Depreciation System ("ADS") 20 year straight-line depreciation if required pursuant to the Agreement. The following costs have a 15-year recovery period. Items allowed in this section are costs attributable to excavation, grading, and removing soil necessary to the proper setting of buildings. Other costs allowable in this section are as follows: o Roads and sidewalks o Concrete work (curb and gutter) o Fencing o Landscaping (including, but not limited to, trees and shrubs) around the building which would be transferred from LUS destroyed if the building were replaced o Decorative walls which are part of the landscaping o Parking lot (resurfacing it later is deducted as an expense) o Initial parking lot striping (restriping it later is deducted as an expense) o Street lights and signs o Signs which identify the property or provide directions o Parking lot lighting (not outdoor security lighting) o Playground equipment o Basketball court and backboard o Tennis courts o Swimming pools o Jogging trails o Flag pole o Wastewater treatment plant and lift station to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic handle raw sewage o Interest expense capitalized and related employees and at to any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation of the above Job Protection provisions costs o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Sr. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result The prorata portion of the mergergeneral contractor/construction company profit, amongst the accreted groupsoverhead, the company agrees and general requirements and conditions allocable to meet items with the IAM to discuss a relocation package for affected employees.   15-year cost recovery period o The job protections described above will apply only to those employees whose names appear on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as prorata portion of the date developer fee, profit and overhead allocable to items with a 15-year cost recovery period Recovery of ratification costs of this agreement sanitary sewer system and shall not apply in circumstances where water utility/distribution system, including the Company’s nonsewer system outside the buildings - the following costs have a 20-compliance is caused in substantial part b y Conditions Beyond the Company’s Control.year recovery period - 150% declining balance mid-year convention. o Fire hydrants o Manhole rings and covers o Watermeter o Gate valves o Flushing hydrants o Cast iron fittings o Valve boxes o Air release valves o Tapping sleeves o PVC water pipe (outside) o PVC sewer pipe (outside) o PVC sewer fittings EXHIBIT H TO THE PARTNERSHIP AGREEMENT REPORT OF OPERATIONS QUARTER ENDED: ____________________, 200X ------------------------------------- ----------------------------------- LOCAL PARTNERSHIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- GENERAL PARTNER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PROPERTY NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ----------------------------------- ------------------------------------- ----------------------------------- RESIDENT MANAGER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ACCOUNTANT: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------ ----------------------------------- MANAGEMENT COMPANY ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CONTACT: ------------------------------------- ----------------------------------- -------------------------------------------------------------------------------

Sincerely,. EXHIBIT F TO THE PARTNERSHIP AGREEMENT [CONTRACTOR'S CERTIFICATE] [Contractor's Letterhead] _______________, 200____ WNC Housing Tax Credit Fund VI, L.P., Series 6 c/o WNC & Associates, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ Vice President Labor Relations Agree and concur: ▇▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ President ▇▇▇▇▇ Re: ▇▇▇▇▇▇ Partnership 99 Limited Partnership Dear Ladies and Gentlemen: The undersigned Developers & Directing General Chairman IAMAW District 142 Three Associates, Inc., (3) year agreement from DOS (Date of Signinghereinafter referred to as "Contractor"), unless extended has furnished or has contracted to furnish labor, services and/or materials (hereinafter collectively referred to as the "Work") in connection with the improvement of certain real property known as __________________ located in ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Mix County, South Dakota (hereinafter known as the "Apartment Housing"). Contractor makes the following representations and warranties regarding Work at the Apartment Housing. Work on said Apartment Housing has been performed and completed in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed the plans and specifications for the Apartment Housing. Contractor acknowledges that all amounts owed pursuant to the street at any Line Station (providing contract for Work performed for ▇▇▇▇▇▇ Partnership 99 Limited Partnership is paid in full. Contractor acknowledges that ▇▇▇▇▇▇ Partnership 99 Limited Partnership is not in violation with terms and conditions of the employee exercises his seniority contractual documents related to the fullest extent) as a result of any flight activity Apartment Housing. Contractor warrants that may be transferred from LUS to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate all parties who have supplied Work for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation improvement of the Apartment Housing have been paid in full. Contractor acknowledges the contract to be paid in full and releases any lien or right to lien against the above Job Protection provisions o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Srproperty. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result The undersigned has personal knowledge of the merger, amongst the accreted groups, the company agrees matters stated herein and is authorized and fully qualified to meet with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear execute this document on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as behalf of the date of ratification of this agreement and shall not apply in circumstances where the Company’s non-compliance is caused in substantial part b y Conditions Beyond the Company’s Control.Contractor. (NAME OF COMPANY) By:_________________________________________ Title:________________________________________ EXHIBIT G TO THE PARTNERSHIP REPORT OF OPERATIONS QUARTER ENDED:____________________________,200X ------------------------------------- ----------------------------------- LOCAL PARTNERSHIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- GENERAL PARTNER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PROPERTY NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ----------------------------------- ------------------------------------- ----------------------------------- RESIDENT MANAGER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ACCOUNTANT: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------ ----------------------------------- MANAGEMENT COMPANY ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CONTACT: ------------------------------------- ----------------------------------- ------------------------------------------------------------------------------- G-1

Sincerely,. EXHIBIT F TO THE PARTNERSHIP AGREEMENT [CONTRACTOR'S CERTIFICATE] [Contractor's Letterhead] _______________, 200____ WNC Holding, LLC c/o WNC & Associates, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Vice President Labor Relations Agree and concur▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Re: ▇▇. ▇ ▇▇▇▇ ▇▇▇▇ Limited Partnership Dear Ladies and Gentlemen: The undersigned Developers & Associates, Inc., (hereinafter referred to as "Contractor"), has furnished or has contracted to furnish labor, services and/or materials (hereinafter collectively referred to as the "Work") in connection with the improvement of certain real property known as __________________ located in ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three County, South Dakota (3) year agreement from DOS (Date of Signinghereinafter known as the "Apartment Housing"), unless extended . Contractor makes the following representations and warranties regarding Work at the Apartment Housing. o Work on said Apartment Housing has been performed and completed in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed the plans and specifications for the Apartment Housing. o Contractor acknowledges that all amounts owed pursuant to the street at any Line Station (providing contract for Work performed for ▇▇▇ ▇▇▇▇ ▇▇▇▇ Limited Partnership is paid in full. o Contractor acknowledges that ▇▇▇ ▇▇▇▇ ▇▇▇▇ Limited Partnership is not in violation with terms and conditions of the employee exercises his seniority contractual documents related to the fullest extentApartment Housing. o Contractor warrants that all parties who have supplied Work for improvement of the Apartment Housing have been paid in full. o Contractor acknowledges the contract to be paid in full and releases any lien or right to lien against the above property. The undersigned has personal knowledge of the matters stated herein and is authorized and fully qualified to execute this document on behalf of the Contractor. (NAME OF COMPANY) By:________________________________ Title:_____________________________ EXHIBIT G TO THE PARTNERSHIP Real Property: Use Modified Accelerated Cost Recovery System ("MACRS") 27.5 year straight-line depreciation using the mid month convention or use MACRS Alternative Depreciation System ("ADS") 40 year straight-line depreciation if required pursuant to the Agreement. Real Property includes buildings and building improvements. Personal property: Use 5-year recovery period using mid-year 200% declining balance, if it relates to residential real estate or use MACRS Alternative Depreciation System ("ADS") 12 year straight-line depreciation if required pursuant to the Agreement. Personal property related to commercial space must use a 7-year recovery period using mid year 200% declining balance. The following costs have a 5-year recovery period: o Removable appliances (not central climate control system equipment or water heaters) o Draperies, blinds and shades, if they would be reusable if removed o Carpeting, if its removal would not destroy the underlying floor o Vinyl flooring, if its removal would be easy and not destroy the underlying floor o Common area furnishings o Photocopy equipment o Calculators, adding machines o Typewriters o Computers o Wall coverings, if their removal would not destroy the underlying wall o Exit signs o Security systems (not fire protection system, sprinkler system, smoke detectors, or fire escapes) o Outdoor security lighting (not parking lot lighting) o Fire extinguishers o Decorative lighting and sconces (not light fixtures for central lighting) o Outdoor decorative lighting, such as that lighting signs o Telephone systems o Corridor handrails (not bathroom or stairway) o Raised floors to accommodate wirings in computer rooms The following costs have a result 7-year recovery period with a mid year 200% declining balance: o Office furnishings o Cabinets and shelving o Bulletin boards o Conference or meeting room movable partitions A percentage of any flight activity that may the development fee is also allowed in personal property. The percentage is calculated by taking the ratio of personal property cost, excluding development fee, to total development costs and multiplying the development fee by the calculated ratio. Land improvements Cost Recovery - Use 15-year recovery period using mid-year 150% declining balance or use MACRS Alternative Depreciation System ("ADS") 20 year straight-line depreciation if required pursuant to the Agreement. The following costs have a 15-year recovery period. Items allowed in this section are costs attributable to excavation, grading, and removing soil necessary to the proper setting of buildings. Other costs allowable in this section are as follows: o Roads and sidewalks o Concrete work (curb and gutter) o Fencing o Landscaping (including, but not limited to, trees and shrubs) around the building which would be transferred from LUS destroyed if the building were replaced o Decorative walls which are part of the landscaping o Parking lot (resurfacing it later is deducted as an expense) o Initial parking lot striping (restriping it later is deducted as an expense) o Street lights and signs o Signs which identify the property or provide directions o Parking lot lighting (not outdoor security lighting) o Playground equipment o Basketball court and backboard o Tennis courts o Swimming pools o Jogging trails o Flag pole o Wastewater treatment plant and lift station to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic handle raw sewage o Interest expense capitalized and related employees and at to any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation of the above Job Protection provisions costs o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Sr. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result The prorata portion of the mergergeneral contractor/construction company profit, amongst the accreted groupsoverhead, the company agrees and general requirements and conditions allocable to meet items with the IAM to discuss a relocation package for affected employees.   15-year cost recovery period o The job protections described above will apply only to those employees whose names appear on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as prorata portion of the date developer fee, profit and overhead allocable to items with a 15-year cost recovery period Recovery of ratification costs of this agreement sanitary sewer system and shall not apply in circumstances where water utility/distribution system, including the Company’s nonsewer system outside the buildings - the following costs have a 20-compliance is caused in substantial part b y Conditions Beyond the Company’s Control.year recovery period - 150% declining balance mid-year convention. o Fire hydrants o Manhole rings and covers o Watermeter o Gate valves o Flushing hydrants o Cast iron fittings o Valve boxes o Air release valves o Tapping sleeves o PVC water pipe (outside) o PVC sewer pipe (outside) o PVC sewer fittings EXHIBIT H TO THE PARTNERSHIP REPORT OF OPERATIONS QUARTER ENDED:____________________________,200X ------------------------------------- ----------------------------------- LOCAL PARTNERSHIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- GENERAL PARTNER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PROPERTY NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ----------------------------------- ------------------------------------- ----------------------------------- RESIDENT MANAGER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ACCOUNTANT: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------ ----------------------------------- MANAGEMENT COMPANY ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CONTACT: ------------------------------------- ----------------------------------- OCCUPANCY INFORMATION

Sincerely,. E1 EXHIBIT F TO THE PARTNERSHIP AGREEMENT [CONTRACTOR'S CERTIFICATE] [Contractor's Letterhead] _______________, 199____ WNC Housing Tax Credit Fund VI, Series 6 c/o WNC & Associates, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ Vice President Labor Relations Agree and concur: ▇▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three ▇▇▇▇▇ Re: UNITED DEVELOPMENT CO., L.P. - 97.0 Dear Ladies and Gentlemen: The undersigned ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., (3) year agreement from DOS (Date of Signinghereinafter referred to as "Contractor"), unless extended has furnished or has contracted to furnish labor, services and/or materials (hereinafter collectively referred to as the "Work") in connection with the improvement of certain real property known as __________________ located in Memphis, Shelby County, Tennessee (hereinafter known as the "Project"). Contractor makes the following representations and warranties regarding Work at the Project. Work on said Project has been performed and completed in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed the plans and specifications for the Project. Contractor acknowledges that all amounts owed pursuant to the street at any Line Station (providing contract for Work performed for UNITED DEVELOPMENT CO., L.P. - 97.0 is paid in full. Contractor acknowledges that UNITED DEVELOPMENT CO., L.P. - 97.0 is not in violation with terms and conditions of the employee exercises his seniority contractual documents related to the fullest extent) as a result of any flight activity Project. Contractor warrants that may be transferred from LUS to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate all parties who have supplied Work for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation improvement of the Project have been paid in full. Contractor acknowledges the contract to be paid in full and releases any lien or right to lien against the above Job Protection provisions o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Srproperty. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result The undersigned has personal knowledge of the merger, amongst the accreted groups, the company agrees matters stated herein and is authorized and fully qualified to meet with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear execute this document on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as behalf of the date of ratification of this agreement and shall not apply in circumstances where the Company’s non-compliance is caused in substantial part b y Conditions Beyond the Company’s Control.Contractor. (NAME OF COMPANY) By:_________________________________________ Title:________________________________________ F1 EXHIBIT G TO THE PARTNERSHIP REPORT OF OPERATIONS QUARTER ENDED:____________________________,199X ------------------------------------- ----------------------------------- LOCAL PARTNERSHIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- GENERAL PARTNER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PROPERTY NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ----------------------------------- ------------------------------------- ----------------------------------- RESIDENT MANAGER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ACCOUNTANT: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------ ----------------------------------- MANAGEMENT COMPANY ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CONTACT: ------------------------------------- ----------------------------------- ------------------------------------------------------------------------------- OCCUPANCY INFORMATION

Sincerely,. EXHIBIT F TO THE PARTNERSHIP AGREEMENT [CONTRACTOR'S CERTIFICATE] [Contractor's Letterhead] _______________, 200____ WNC Holding, LLC c/o WNC & Associates, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ Vice President Labor Relations Agree and concur: ▇▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three ▇▇▇▇▇ Re: Calico Terrace Limited Partnership Dear Ladies and Gentlemen: The undersigned The ▇▇▇▇▇▇▇ Group, (3) year agreement from DOS (Date of Signinghereinafter referred to as "Contractor"), unless extended has furnished or has contracted to furnish labor, services and/or materials (hereinafter collectively referred to as the "Work") in connection with the improvement of certain real property known as __________________ located in Calico Rock, Izard County, Arkansas (hereinafter known as the "Apartment Housing"). Contractor makes the following representations and warranties regarding Work at the Apartment Housing. o Work on said Apartment Housing has been performed and completed in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed the plans and specifications for the Apartment Housing. o Contractor acknowledges that all amounts owed pursuant to the street at any Line Station (providing contract for Work performed for Calico Terrace Limited Partnership is paid in full. o Contractor acknowledges that Calico Terrace Limited Partnership is not in violation with terms and conditions of the employee exercises his seniority contractual documents related to the fullest extentApartment Housing. o Contractor warrants that all parties who have supplied Work for improvement of the Apartment Housing have been paid in full. o Contractor acknowledges the contract to be paid in full and releases any lien or right to lien against the above property. The undersigned has personal knowledge of the matters stated herein and is authorized and fully qualified to execute this document on behalf of the Contractor. (NAME OF COMPANY) By:_________________________________________ Title:______________________________________ EXHIBIT G TO THE PARTNERSHIP Real Property: Use Modified Accelerated Cost Recovery System ("MACRS") 27.5 year straight-line depreciation using the mid month convention or use MACRS Alternative Depreciation System ("ADS") 40 year straight-line depreciation if required pursuant to the Agreement. Real Property includes buildings and building improvements. Personal property: Use 5-year recovery period using mid-year 200% declining balance, if it relates to residential real estate or use MACRS Alternative Depreciation System ("ADS") 12 year straight-line depreciation if required pursuant to the Agreement. Personal property related to commercial space must use a 7-year recovery period using mid year 200% declining balance. The following costs have a 5-year recovery period: o Removable appliances (not central climate control system equipment or water heaters) o Draperies, blinds and shades, if they would be reusable if removed o Carpeting, if its removal would not destroy the underlying floor o Vinyl flooring, if its removal would be easy and not destroy the underlying floor o Common area furnishings o Photocopy equipment o Calculators, adding machines o Typewriters o Computers o Wall coverings, if their removal would not destroy the underlying wall o Exit signs o Security systems (not fire protection system, sprinkler system, smoke detectors, or fire escapes) o Outdoor security lighting (not parking lot lighting) o Fire extinguishers o Decorative lighting and sconces (not light fixtures for central lighting) o Outdoor decorative lighting, such as that lighting signs o Telephone systems o Corridor handrails (not bathroom or stairway) o Raised floors to accommodate wirings in computer rooms The following costs have a result 7-year recovery period with a mid year 200% declining balance: o Office furnishings o Cabinets and shelving o Bulletin boards o Conference or meeting room movable partitions A percentage of any flight activity that may the development fee is also allowed in personal property. The percentage is calculated by taking the ratio of personal property cost, excluding development fee, to total development costs and multiplying the development fee by the calculated ratio. Land improvements Cost Recovery - Use 15-year recovery period using mid-year 150% declining balance or use MACRS Alternative Depreciation System ("ADS") 20 year straight-line depreciation if required pursuant to the Agreement. The following costs have a 15-year recovery period. Items allowed in this section are costs attributable to excavation, grading, and removing soil necessary to the proper setting of buildings. Other costs allowable in this section are as follows: o Roads and sidewalks o Concrete work (curb and gutter) o Fencing o Landscaping (including, but not limited to, trees and shrubs) around the building which would be transferred from LUS destroyed if the building were replaced o Decorative walls which are part of the landscaping o Parking lot (resurfacing it later is deducted as an expense) o Initial parking lot striping (restriping it later is deducted as an expense) o Street lights and signs o Signs which identify the property or provide directions o Parking lot lighting (not outdoor security lighting) o Playground equipment o Basketball court and backboard o Tennis courts o Swimming pools o Jogging trails o Flag pole o Wastewater treatment plant and lift station to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic handle raw sewage o Interest expense capitalized and related employees and at to any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation of the above Job Protection provisions costs o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Sr. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result The prorata portion of the mergergeneral contractor/construction company profit, amongst the accreted groupsoverhead, the company agrees and general requirements and conditions allocable to meet items with the IAM to discuss a relocation package for affected employees.   15-year cost recovery period o The job protections described above will apply only to those employees whose names appear on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as prorata portion of the date developer fee, profit and overhead allocable to items with a 15-year cost recovery period Recovery of ratification costs of this agreement sanitary sewer system and shall not apply in circumstances where water utility/distribution system, including the Company’s nonsewer system outside the buildings - the following costs have a 20-compliance is caused in substantial part b y Conditions Beyond the Company’s Control.year recovery period - 150% declining balance mid-year convention. o Fire hydrants o Manhole rings and covers o Watermeter o Gate valves o Flushing hydrants o Cast iron fittings o Valve boxes o Air release valves o Tapping sleeves o PVC water pipe (outside) o PVC sewer pipe (outside) o PVC sewer fittings EXHIBIT H TO THE PARTNERSHIP AGREEMENT REPORT OF OPERATIONS QUARTER ENDED: ____________________, 200X ------------------------------------- ----------------------------------- LOCAL PARTNERSHIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- GENERAL PARTNER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PROPERTY NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ----------------------------------- ------------------------------------- ----------------------------------- RESIDENT MANAGER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ACCOUNTANT: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------ ----------------------------------- MANAGEMENT COMPANY ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CONTACT: ------------------------------------- ----------------------------------- -------------------------------------------------------------------------------

Sincerely,. EXHIBIT F TO THE PARTNERSHIP AGREEMENT [CONTRACTOR'S CERTIFICATE] [Contractor's Letterhead] _______________, 2000 WNC Housing Tax Credit Fund VI, L.P., Series 7 c/o WNC & Associates, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President Labor Relations Agree and concur: , ▇▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three ▇▇▇▇▇ Re: Red Oaks Estates, L.P. Dear Ladies and Gentlemen: The undersigned Southeastern Management Company, Inc., (3) year agreement from DOS (Date of Signinghereinafter referred to as "Contractor"), unless extended has furnished or has contracted to furnish labor, services and/or materials (hereinafter collectively referred to as the "Work") in connection with the improvement of certain real property known as __________________ located in ▇▇▇▇▇ Springs, ▇▇▇▇▇▇▇▇ County, Mississippi (hereinafter known as the "Apartment Housing"). Contractor makes the following representations and warranties regarding Work at the Apartment Housing. o Work on said Apartment Housing has been performed and completed in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed the plans and specifications for the Apartment Housing. o Contractor acknowledges that all amounts owed pursuant to the street at any Line Station (providing contract for Work performed for Red Oaks Estates, L.P. is paid in full. o Contractor acknowledges that Red Oaks Estates, L.P. is not in violation with terms and conditions of the employee exercises his seniority contractual documents related to the fullest extent) as a result of any flight activity Apartment Housing. o Contractor warrants that may be transferred from LUS to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate all parties who have supplied Work for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation improvement of the Apartment Housing have been paid in full. o Contractor acknowledges the contract to be paid in full and releases any lien or right to lien against the above Job Protection provisions o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Srproperty. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result The undersigned has personal knowledge of the merger, amongst the accreted groups, the company agrees matters stated herein and is authorized and fully qualified to meet with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear execute this document on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as behalf of the date of ratification of this agreement and shall not apply in circumstances where the Company’s non-compliance is caused in substantial part b y Conditions Beyond the Company’s Control.Contractor. (NAME OF COMPANY) By:_______________________________________ Title:____________________________________ EXHIBIT G TO THE PARTNERSHIP REPORT OF OPERATIONS QUARTER ENDED:____________________________,199X ------------------------------------- ----------------------------------- LOCAL PARTNERSHIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- GENERAL PARTNER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PROPERTY NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ----------------------------------- ------------------------------------- ----------------------------------- RESIDENT MANAGER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ACCOUNTANT: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------ ----------------------------------- MANAGEMENT COMPANY ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CONTACT: ------------------------------------- ----------------------------------- OCCUPANCY INFORMATION

Sincerely,. ACKNOWLEDGMENT AND AGREEMENT The undersigned acknowledges notice of the security interest of Lender and the requirement to pay the Rent directly to Lender. [TENANT] By: Name: Its: Dated as of: __________ ___, 199__ 103 SCHEDULE VI CPA CERTIFICATION INDEPENDENT ACCOUNTANTS' REPORT ON APPLYING ------------------------------------------- AGREED-UPON PROCEDURES ---------------------- [Lender] We have performed the procedures enumerated below, which were agreed to by Morg▇▇ ▇▇▇n▇▇▇ ▇▇▇▇▇▇▇▇ Vice President Labor Relations Agree tgage Capital Inc. (the "Lender"), solely to assist the Lender in evaluating the Defeasance of the notes described on Exhibit A annexed hereto (the "Notes"). This agreed-upon procedures engagement was performed in accordance with standards established by the American Institute of Certified Public Accountants. The sufficiency of the procedures is solely the responsibility of the specified users of the report. Consequently, we make no representation regarding the sufficiency of the procedures described below, either for the purpose for which this report has been requested or for any other purpose. The procedures we performed are as follows: We have read the definition of Defeasance Eligible Investments in the Loan Agreement between ________________________ and concur: ▇▇. ▇Seco▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three ancial Corporation as assigned to Lender, dated _____________, 1997 (3) year agreement from DOS (Date of Signingthe "Loan Agreement"), unless extended which indicates that [type of collateral] constitutes Defeasance Eligible Investments, as defined in accordance the Loan Agreement. We recalculated the interest due on the Notes, and found it to be in agreement with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will the defeasance calculation ("Schedule") submitted to us by ____________ (Schedule attached). We recalculated the total payment due on [date] in connection with all of the Notes, by adding the amounts on the Schedule, and found it to be furloughed mathematically correct. We have examined trade confirmations dated _____________ indicating the purchase by ___________________ totaling ____________________ face value of [type of collateral] which mature on [date], and such is sufficient to cover the total payment due on [date]. We were not engaged to, and did not, perform an examination, the objective of which is the expression of an opinion on the aforementioned records. Accordingly, we do not express such an opinion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. 104 This report is intended solely for the use of the Lender, and should not be used by those who have not agreed to the street at any Line Station (providing the employee exercises his seniority to the fullest extent) as a result of any flight activity that may be transferred from LUS to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM procedures and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate taken responsibility for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation sufficiency of the above Job Protection provisions o Associated employees may include:  QA Auditors – PHXprocedures for their purposes. [Name of CPA] [Date] 105 SCHEDULE VII EXAMPLE OF AUDIT 106 SCHEDULE VIII ================================================================================ ---------------------------- (Lender) - and - ---------------------------- (Tenant) -------------------------------------------------------------------------------- SUBORDINATION, PIT and CLT  Material Controllers – PIT  Sr. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result of the merger, amongst the accreted groups, the company agrees to meet with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as of the date of ratification of this agreement and shall not apply in circumstances where the Company’s nonNON-compliance is caused in substantial part b y Conditions Beyond the Company’s Control.DISTURBANCE AND ATTORNMENT AGREEMENT --------------------------------------------------------------------------------

Sincerely,. Exhibit E EXHIBIT F TO THE PARTNERSHIP AGREEMENT [CONTRACTOR'S CERTIFICATE] [Contractor's Letterhead] _______________, 200____ WNC Housing Tax Credit Fund VI, L.P. Series 9 c/o WNC & Associates, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ Vice President Labor Relations Agree and concur: ▇▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Re: Preservation Partners III Limited Partnership Ladies and Gentlemen: The undersigned Star General Contractor, L.L.C. (hereinafter referred to as "Contractor"), has furnished or has contracted to furnish labor, services and/or materials (hereinafter collectively referred to as the "Work") in connection with the improvement of certain real property known as Monmouth Manor Apartments located in the City of Monmouth, ▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three County, Illinois (3) year agreement from DOS (Date of Signinghereinafter known as the "Apartment Housing"), unless extended . Contractor makes the following representations and warranties regarding Work at the Apartment Housing. o Work on said Apartment Housing has been performed and completed in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed the plans and specifications for the Apartment Housing. o Contractor acknowledges that all amounts owed pursuant to the street at any Line Station (providing contract for Work performed for Partnership is paid in full. o Contractor acknowledges Partnership is not in violation with terms and conditions of the employee exercises his seniority construction documents related to the fullest extentApartment Housing. o Contractor warrants that all parties who have supplied Work for improvement of the Apartment Housing have been paid in full. o Contractor acknowledges the contract to be paid in full and releases any lien or right to lien against the above property. The undersigned has personal knowledge of the matters stated herein and is authorized and fully qualified to execute this document on behalf of the Contractor. STAR GENERAL CONTRACTORS, L.L.C. By: ______________________________ Name: ____________________ Title: ____________________ Exhibit F EXHIBIT G TO THE PARTNERSHIP AGREEMENT DEPRECIATION Real Property: Use Modified Accelerated Cost Recovery System ("MACRS") 27.5 year straight-line depreciation using the mid month convention or use MACRS Alternative Depreciation System ("ADS") 40 year straight-line depreciation if required pursuant to the Agreement. Real property includes buildings and building improvements. Personal Property: Use 5-year recovery period using mid-year 200% declining balance, if it relates to residential real estate or use MACRS Alternative Depreciation System ("ADS") 12 year straight-line depreciation if required pursuant to the Agreement. Personal property related to commercial space must use a 7-year recovery period using mid year 200% declining balance. The following costs have a 5-year recovery period: o Removable appliances (not central climate control system equipment or water heaters) o Draperies, blinds and shades, if they would be reusable if removed o Carpeting, if its removal would not destroy the underlying floor o Vinyl flooring, if its removal would be easy and not destroy the underlying floor o Common area furnishings o Photocopy equipment o Calculators, adding machines o Typewriters o Computers o Wall coverings, if their removal would not destroy the underlying wall o Exit signs o Security systems (not fire protection system, sprinkler system, smoke detectors, or fire escapes) o Outdoor security lighting (not parking lot lighting) o Fire extinguishers o Decorative lighting and sconces (not light fixtures for central lighting) o Outdoor decorative lighting, such as that lighting signs o Telephone systems o Corridor handrails (not bathroom or stairway) o Raised floors to accommodate wiring in computer rooms The following costs have a result 7-year recovery period with a mid year 200% declining balance: o Office furnishings o Cabinets and shelving o Bulletin boards o Conference or meeting room movable partitions A percentage of any flight activity that may the development fee is also allowed in personal property. The percentage is calculated by taking the ratio of personal property cost, excluding development fee, to total development costs and multiplying the development fee by the calculated ratio. Land improvements Cost Recovery: Use 15-year recovery period using mid-year 150% declining balance or use MACRS Alternative Depreciation System ("ADS") 20 year straight-line depreciation if required pursuant to the Agreement. The following costs have a 15-year recovery period. Items allowed in this section are costs attributable to excavation, grading, and removing soil necessary to the proper setting of buildings. Other costs allowable in this section are as follows: o Roads and sidewalks o Concrete work (curb and gutter) o Fencing o Landscaping (including, but not limited to, trees and shrubs) around the building which would be transferred from LUS destroyed if the building were replaced Exhibit G o Decorative walls which are part of the landscaping o Parking lot (resurfacing it later is deducted as an expense) o Initial parking lot striping (restriping it later is deducted as an expense) o Street lights and signs o Signs which identify the property or provide directions o Parking lot lighting (not outdoor security lighting) o Playground equipment o Basketball court and backboard o Tennis courts o Swimming pools o Jogging trails o Flag pole o Wastewater treatment plant and lift station to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic handle raw sewage o Interest expense capitalized and related employees and at to any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation of the above Job Protection provisions costs o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Sr. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result The prorata portion of the mergergeneral contractor/construction company profit, amongst the accreted groupsoverhead, the company agrees and general requirements and conditions allocable to meet items with the IAM to discuss a relocation package for affected employees.   15-year cost recovery period o The job protections described above will apply only to those employees whose names appear on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as prorata portion of the date developer fee, profit and overhead allocable to items with a 15-year cost recovery period Recovery of ratification costs of this agreement sanitary sewer system and shall not apply in circumstances where water utility/distribution system, including the Company’s nonsewer system outside the buildings: the following costs have a 20-compliance is caused in substantial part b y Conditions Beyond the Company’s Control.year recovery period - 150% declining balance mid-year convention. o Fire hydrants o Manhole rings and covers o Water meter o Gate valves o Flushing hydrants o Cast iron fittings o Valve boxes o Air release valves o Tapping sleeves o PVC water pipe (outside) o PVC sewer pipe (outside) o PVC sewer fittings Exhibit G EXHIBIT H TO THE PARTNERSHIP AGREEMENT REPORT OF OPERATIONS QUARTER ENDED: ____________________, 200__ ------------------------------------- ----------------------------------- LOCAL PARTNERSHIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- GENERAL PARTNER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PROPERTY NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ----------------------------------- ------------------------------------- ----------------------------------- RESIDENT MANAGER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ACCOUNTANT: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------ ----------------------------------- MANAGEMENT COMPANY ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CONTACT: ------------------------------------- ----------------------------------- -------------------------------------------------------------------------------

Sincerely,. Exhibit E EXHIBIT F TO THE PARTNERSHIP AGREEMENT [CONTRACTOR'S CERTIFICATE] [CONTRACTOR'S LETTERHEAD] _______________, 200_ WNC Holding, LLC c/o WNC & Associates, Inc. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President Labor Relations Agree and concur: ▇▇. ▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Re: FDI-Country Square, LTD. Dear Ladies and Gentlemen: The undersigned LCJ Management, Inc. (3) year agreement from DOS (Date of Signinghereinafter referred to as "Contractor"), unless extended has furnished or has contracted to furnish labor, services and/or materials (hereinafter collectively referred to as the "Work") in connection with the improvement of certain real property known as Country Square Apartments located in ▇▇▇▇▇▇ County, Texas (hereinafter known as the "Apartment Housing"). Contractor makes the following representations and warranties regarding Work at the Apartment Housing. o Work on said Apartment Housing has been performed and completed in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed the plans and specifications for the Apartment Housing. o Contractor acknowledges that all amounts owed pursuant to the street at any Line Station (providing the employee exercises his seniority to the fullest extent) as a result of any flight activity contract for Work performed for FDI-Country Square, LTD. is paid in full. o Contractor acknowledges that may be transferred from LUS to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform nonFDI-base work covered by the LUS agreement (including where locations may be separate for the accreted groups)Country Square, LTD. In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will is not be considered a in violation of the above Job Protection provisions o Associated employees may include:  QA Auditors – PHX, PIT terms and CLT  Material Controllers – PIT  Sr. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result conditions of the merger, amongst contractual documents related to the accreted groups, the company agrees to meet with the IAM to discuss a relocation package Apartment Housing. o Contractor warrants that all parties who have supplied Work for affected employees.   The job protections described above will apply only to those employees whose names appear on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as improvement of the date Apartment Housing have been paid in full. o Contractor acknowledges the contract to be paid in full and releases any lien or right to lien against the above property. The undersigned has personal knowledge of ratification the matters stated herein and is authorized and fully qualified to execute this document on behalf of this agreement and shall not apply in circumstances where the Company’s non-compliance is caused in substantial part b y Conditions Beyond the Company’s Control.Contractor. LCJ Management, Inc. By: -------------------------------- Name: -------------------------------- Title: -------------------------------- Exhibit F EXHIBIT G REPORT OF OPERATIONS QUARTER ENDED: ____________________, 200_ ------------------------------------- ----------------------------------- LOCAL PARTNERSHIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- GENERAL PARTNER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- Firm Name: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- Address: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- City, State, Zip: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- Phone: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PROPERTY NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- Address: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- City, State, Zip: ----------------------------------- ------------------------------------- ----------------------------------- Resident Manager: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- Phone: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ACCOUNTANT: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- Firm: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- Address: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- City, State, Zip: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- Phone: ------------------------------------- ----------------------------------- ------------------------------------ ----------------------------------- MANAGEMENT COMPANY ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- Address: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- City, State, Zip: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- Phone: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- Contact: ------------------------------------- ----------------------------------- ------------------------------------------------------------------------------- OCCUPANCY INFORMATION

Sincerely,. EXHIBIT F TO THE PARTNERSHIP AGREEMENT [CONTRACTOR'S CERTIFICATE] [Contractor's Letterhead] _______________, 200____ WNC Housing Tax Credit Fund VI, L.P., Series 6 c/o WNC & Associates, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ Vice President Labor Relations Agree and concur: ▇▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three ▇▇▇▇▇ Re: Boonville Associates I, L.P. Dear Ladies and Gentlemen: The undersigned Crestwood Building Associates, Inc. (3) year agreement from DOS (Date of Signinghereinafter referred to as "Contractor"), unless extended has furnished or has contracted to furnish labor, services and/or materials (hereinafter collectively referred to as the "Work") in connection with the improvement of certain real property known as ________ located in Boonville, ▇▇▇▇▇▇ County, Missouri (hereinafter known as the "Apartment Housing"). Contractor makes the following representations and warranties regarding Work at the Apartment Housing. Work on said Apartment Housing has been performed and completed in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed the plans and specifications for the Apartment Housing. Contractor acknowledges that all amounts owed pursuant to the street at any Line Station (providing contract for Work performed for Boonville Associates I, L.P. is paid in full. Contractor acknowledges that Boonville Associates I, L.P. is not in violation with terms and conditions of the employee exercises his seniority contractual documents related to the fullest extent) as a result of any flight activity Apartment Housing. Contractor warrants that may be transferred from LUS to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate all parties who have supplied Work for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation improvement of the Apartment Housing have been paid in full. Contractor acknowledges the contract to be paid in full and releases any lien or right to lien against the above Job Protection provisions o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Srproperty. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result The undersigned has personal knowledge of the merger, amongst the accreted groups, the company agrees matters stated herein and is authorized and fully qualified to meet with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear execute this document on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as behalf of the date of ratification of this agreement and shall not apply in circumstances where the Company’s non-compliance is caused in substantial part b y Conditions Beyond the Company’s Control.Contractor. (NAME OF COMPANY) By:_________________________________________ Title:________________________________________ EXHIBIT G TO THE PARTNERSHIP REPORT OF OPERATIONS QUARTER ENDED:____________________________,200X ------------------------------------- ----------------------------------- LOCAL PARTNERSHIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- GENERAL PARTNER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PROPERTY NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- RESIDENT MANAGER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ACCOUNTANT: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- -----------------------------------

Sincerely,. EXHIBIT F TO THE PARTNERSHIP AGREEMENT [CONTRACTOR'S CERTIFICATE] [Contractor's Letterhead] _______________, 200____ WNC Housing Tax Credit Fund VI, L.P., Series 7 c/o WNC & Associates, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ Vice President Labor Relations Agree and concur: ▇▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three ▇▇▇▇▇ Re: Montrose Country Estates Limited Dividend Housing Association Limited Partnership Dear Ladies and Gentlemen: The undersigned CCC Construction, (3) year agreement from DOS (Date of Signinghereinafter referred to as "Contractor"), unless extended has furnished or has contracted to furnish labor, services and/or materials (hereinafter collectively referred to as the "Work") in connection with the improvement of certain real property known as __________________ located in Montrose, Genessee County, Michigan (hereinafter known as the "Apartment Housing"). Contractor makes the following representations and warranties regarding Work at the Apartment Housing. o Work on said Apartment Housing has been performed and completed in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed the plans and specifications for the Apartment Housing. o Contractor acknowledges that all amounts owed pursuant to the street at any Line Station (providing contract for Work performed for Montrose Country Estates Limited Dividend Housing Association Limited Partnership is paid in full. o Contractor acknowledges that Montrose Country Estates Limited Dividend Housing Association Limited Partnership is not in violation with terms and conditions of the employee exercises his seniority contractual documents related to the fullest extentApartment Housing. o Contractor warrants that all parties who have supplied Work for improvement of the Apartment Housing have been paid in full. o Contractor acknowledges the contract to be paid in full and releases any lien or right to lien against the above property. The undersigned has personal knowledge of the matters stated herein and is authorized and fully qualified to execute this document on behalf of the Contractor. (NAME OF COMPANY) By: _________________________________________ Title: ________________________________________ EXHIBIT G TO THE PARTNERSHIP Real Property: Use Modified Accelerated Cost Recovery System ("MACRS") 27.5 year straight-line depreciation using the mid month convention or use MACRS Alternative Depreciation System ("ADS") 40 year straight-line depreciation if required pursuant to the Agreement. Real Property includes buildings and building improvements. Personal property: Use 5-year recovery period using mid-year 200% declining balance, if it relates to residential real estate or use MACRS Alternative Depreciation System ("ADS") 12 year straight-line depreciation if required pursuant to the Agreement. Personal property related to commercial space must use a 7-year recovery period using mid year 200% declining balance. The following costs have a 5-year recovery period: o Removable appliances (not central climate control system equipment or water heaters) o Draperies, blinds and shades, if they would be reusable if removed o Carpeting, if its removal would not destroy the underlying floor o Vinyl flooring, if its removal would be easy and not destroy the underlying floor o Common area furnishings o Photocopy equipment o Calculators, adding machines o Typewriters o Computers o Wall coverings, if their removal would not destroy the underlying wall o Exit signs o Security systems (not fire protection system, sprinkler system, smoke detectors, or fire escapes) o Outdoor security lighting (not parking lot lighting) o Fire extinguishers o Decorative lighting and sconces (not light fixtures for central lighting) o Outdoor decorative lighting, such as that lighting signs o Telephone systems o Corridor handrails (not bathroom or stairway) o Raised floors to accommodate wirings in computer rooms The following costs have a result 7-year recovery period with a mid year 200% declining balance: o Office furnishings o Cabinets and shelving o Bulletin boards o Conference or meeting room movable partitions A percentage of any flight activity that may the development fee is also allowed in personal property. The percentage is calculated by taking the ratio of personal property cost, excluding development fee, to total development costs and multiplying the development fee by the calculated ratio. Land improvements Cost Recovery - Use 15-year recovery period using mid-year 150% declining balance or use MACRS Alternative Depreciation System ("ADS") 20 year straight-line depreciation if required pursuant to the Agreement. The following costs have a 15-year recovery period. Items allowed in this section are costs attributable to excavation, grading, and removing soil necessary to the proper setting of buildings. Other costs allowable in this section are as follows: o Roads and sidewalks o Concrete work (curb and gutter) o Fencing o Landscaping (including, but not limited to, trees and shrubs) around the building which would be transferred from LUS destroyed if the building were replaced o Decorative walls which are part of the landscaping o Parking lot (resurfacing it later is deducted as an expense) o Initial parking lot striping (restriping it later is deducted as an expense) o Street lights and signs o Signs which identify the property or provide directions o Parking lot lighting (not outdoor security lighting) o Playground equipment o Basketball court and backboard o Tennis courts o Swimming pools o Jogging trails o Flag pole o Wastewater treatment plant and lift station to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic handle raw sewage o Interest expense capitalized and related employees and at to any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation of the above Job Protection provisions costs o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Sr. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result The prorata portion of the mergergeneral contractor/construction company profit, amongst the accreted groupsoverhead, the company agrees and general requirements and conditions allocable to meet items with the IAM to discuss a relocation package for affected employees.   15-year cost recovery period o The job protections described above will apply only to those employees whose names appear on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as prorata portion of the date developer fee, profit and overhead allocable to items with a 15-year cost recovery period Recovery of ratification costs of this agreement sanitary sewer system and shall not apply in circumstances where water utility/distribution system, including the Company’s nonsewer system outside the buildings - the following costs have a 20-compliance is caused in substantial part b y Conditions Beyond the Company’s Control.year recovery period - 150% declining balance mid-year convention. o Fire hydrants o Manhole rings and covers o Watermeter o Gate valves o Flushing hydrants o Cast iron fittings o Valve boxes o Air release valves o Tapping sleeves o PVC water pipe (outside) o PVC sewer pipe (outside) o PVC sewer fittings EXHIBIT H TO THE PARTNERSHIP REPORT OF OPERATIONS QUARTER ENDED:____________________________,200X ------------------------------------- ----------------------------------- LOCAL PARTNERSHIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- GENERAL PARTNER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PROPERTY NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ----------------------------------- ------------------------------------- ----------------------------------- RESIDENT MANAGER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ACCOUNTANT: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------ ----------------------------------- MANAGEMENT COMPANY ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CONTACT: ------------------------------------- ----------------------------------- OCCUPANCY INFORMATION

Sincerely,. EXHIBIT F TO THE PARTNERSHIP AGREEMENT [CONTRACTOR'S CERTIFICATE] [Contractor's Letterhead] _______________, 200____ WNC Housing Tax Credit Fund VI, L.P., Series 7 c/o WNC & Associates, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ Vice President Labor Relations Agree and concur: ▇▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ President ▇▇▇▇▇ Re: Hickory Lane Partners Limited Partnership Dear Ladies and Gentlemen: The undersigned Developers & Directing General Chairman IAMAW District 142 Three Associates, Inc., (3) year agreement from DOS (Date of Signinghereinafter referred to as "Contractor"), unless extended has furnished or has contracted to furnish labor, services and/or materials (hereinafter collectively referred to as the "Work") in connection with the improvement of certain real property known as __________________ located in Sioux City, Woodbury County, Iowa (hereinafter known as the "Apartment Housing"). Contractor makes the following representations and warranties regarding Work at the Apartment Housing. o Work on said Apartment Housing has been performed and completed in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed the plans and specifications for the Apartment Housing. o Contractor acknowledges that all amounts owed pursuant to the street at any Line Station (providing contract for Work performed for Hickory Lane Partners Limited Partnership is paid in full. o Contractor acknowledges that Hickory Lane Partners Limited Partnership is not in violation with terms and conditions of the employee exercises his seniority contractual documents related to the fullest extent) as a result of any flight activity Apartment Housing. o Contractor warrants that may be transferred from LUS to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate all parties who have supplied Work for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation improvement of the Apartment Housing have been paid in full. o Contractor acknowledges the contract to be paid in full and releases any lien or right to lien against the above Job Protection provisions o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Srproperty. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result The undersigned has personal knowledge of the merger, amongst the accreted groups, the company agrees matters stated herein and is authorized and fully qualified to meet with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear execute this document on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as behalf of the date of ratification of this agreement and shall not apply in circumstances where the Company’s non-compliance is caused in substantial part b y Conditions Beyond the Company’s Control.Contractor. (NAME OF COMPANY) By:_________________________________________ Title:______________________________________ EXHIBIT G TO THE PARTNERSHIP EXHIBIT H TO THE PARTNERSHIP REPORT OF OPERATIONS QUARTER ENDED:____________________________,200X ------------------------------------- ----------------------------------- LOCAL PARTNERSHIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- GENERAL PARTNER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PROPERTY NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ----------------------------------- ------------------------------------- ----------------------------------- RESIDENT MANAGER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ACCOUNTANT: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------ ----------------------------------- MANAGEMENT COMPANY ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CONTACT: ------------------------------------- ----------------------------------- OCCUPANCY INFORMATION

Sincerely,. Exhibit E EXHIBIT F TO THE PARTNERSHIP AGREEMENT [CONTRACTOR'S CERTIFICATE] [Contractor's Letterhead] _______________, 200____ WNC Housing Tax Credit Fund VI, L.P., Series 9 c/o WNC & Associates, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ Vice President Labor Relations Agree and concur: ▇▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ President & Directing Re: Mendota I Limited Partnership Ladies and Gentlemen: The undersigned Star General Chairman IAMAW District 142 Three Contractors, L.L.C. (3) year agreement from DOS (Date of Signinghereinafter referred to as "Contractor"), unless extended has furnished or has contracted to furnish labor, services and/or materials (hereinafter collectively referred to as the "Work") in connection with the improvement of certain real property known as _______________ Apartments located in ____________ County, Illinois (hereinafter known as the "Apartment Housing"). Contractor makes the following representations and warranties regarding Work at the Apartment Housing. o Work on said Apartment Housing has been performed and completed in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed the plans and specifications for the Apartment Housing. o Contractor acknowledges that all amounts owed pursuant to the street at any Line Station (providing contract for Work performed for Partnership is paid in full. o Contractor acknowledges Partnership is not in violation with terms and conditions of the employee exercises his seniority construction documents related to the fullest extentApartment Housing. o Contractor warrants that all parties who have supplied Work for improvement of the Apartment Housing have been paid in full. o Contractor acknowledges the contract to be paid in full and releases any lien or right to lien against the above property. The undersigned has personal knowledge of the matters stated herein and is authorized and fully qualified to execute this document on behalf of the Contractor. Exhibit F STAR GENERAL CONTRACTORS, L.L.C. By:______________________________ Name: ____________________ Title: ____________________ Exhibit F EXHIBIT G TO THE PARTNERSHIP AGREEMENT DEPRECIATION SCHEDULE Real Property: Use Modified Accelerated Cost Recovery System ("MACRS") 27.5 year straight-line depreciation using the mid month convention or use MACRS Alternative Depreciation System ("ADS") 40 year straight-line depreciation if required pursuant to the Agreement. Real property includes buildings and building improvements. Personal Property: Use 5-year recovery period using mid-year 200% declining balance, if it relates to residential real estate or use MACRS Alternative Depreciation System ("ADS") 12 year straight-line depreciation if required pursuant to the Agreement. Personal property related to commercial space must use a 7-year recovery period using mid year 200% declining balance. The following costs have a 5-year recovery period: o Removable appliances (not central climate control system equipment or water heaters) o Draperies, blinds and shades, if they would be reusable if removed o Carpeting, if its removal would not destroy the underlying floor o Vinyl flooring, if its removal would be easy and not destroy the underlying floor o Common area furnishings o Photocopy equipment o Calculators, adding machines o Typewriters o Computers o Wall coverings, if their removal would not destroy the underlying wall o Exit signs o Security systems (not fire protection system, sprinkler system, smoke detectors, or fire escapes) o Outdoor security lighting (not parking lot lighting) o Fire extinguishers o Decorative lighting and sconces (not light fixtures for central lighting) o Outdoor decorative lighting, such as that lighting signs o Telephone systems o Corridor handrails (not bathroom or stairway) o Raised floors to accommodate wiring in computer rooms The following costs have a result 7-year recovery period with a mid year 200% declining balance: o Office furnishings o Cabinets and shelving o Bulletin boards o Conference or meeting room movable partitions A percentage of any flight activity that may the development fee is also allowed in personal property. The percentage is calculated by taking the ratio of personal property cost, excluding development fee, to total development costs and multiplying the development fee by the calculated ratio. Exhibit G Land improvements Cost Recovery: Use 15-year recovery period using mid-year 150% declining balance or use MACRS Alternative Depreciation System ("ADS") 20 year straight-line depreciation if required pursuant to the Agreement. The following costs have a 15-year recovery period. Items allowed in this section are costs attributable to excavation, grading, and removing soil necessary to the proper setting of buildings. Other costs allowable in this section are as follows: o Roads and sidewalks o Concrete work (curb and gutter) o Fencing o Landscaping (including, but not limited to, trees and shrubs) around the building which would be transferred from LUS destroyed if the building were replaced o Decorative walls which are part of the landscaping o Parking lot (resurfacing it later is deducted as an expense) o Initial parking lot striping (restriping it later is deducted as an expense) o Street lights and signs o Signs which identify the property or provide directions o Parking lot lighting (not outdoor security lighting) o Playground equipment o Basketball court and backboard o Tennis courts o Swimming pools o Jogging trails o Flag pole o Wastewater treatment plant and lift station to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic handle raw sewage o Interest expense capitalized and related employees and at to any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation of the above Job Protection provisions costs o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Sr. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result The prorata portion of the mergergeneral contractor/construction company profit, amongst the accreted groupsoverhead, the company agrees and general requirements and conditions allocable to meet items with the IAM to discuss a relocation package for affected employees.   15-year cost recovery period o The job protections described above will apply only to those employees whose names appear on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as prorata portion of the date developer fee, profit and overhead allocable to items with a 15-year cost recovery period Recovery of ratification costs of this agreement sanitary sewer system and shall not apply in circumstances where water utility/distribution system, including the Company’s nonsewer system outside the buildings: the following costs have a 20-compliance is caused in substantial part b y Conditions Beyond the Company’s Control.year recovery period - 150% declining balance mid-year convention. o Fire hydrants o Manhole rings and covers o Water meter o Gate valves o Flushing hydrants o Cast iron fittings o Valve boxes o Air release valves Exhibit G o Tapping sleeves o PVC water pipe (outside) o PVC sewer pipe (outside) o PVC sewer fittings Exhibit G EXHIBIT H TO THE PARTNERSHIP AGREEMENT REPORT OF OPERATIONS QUARTER ENDED: ____________________, 200__ ------------------------------------- ----------------------------------- LOCAL PARTNERSHIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- GENERAL PARTNER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PROPERTY NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ----------------------------------- ------------------------------------- ----------------------------------- RESIDENT MANAGER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ACCOUNTANT: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------ ----------------------------------- MANAGEMENT COMPANY ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CONTACT: ------------------------------------- ----------------------------------- -------------------------------------------------------------------------------

Sincerely,. EXHIBIT F TO THE PARTNERSHIP AGREEMENT [CONTRACTOR'S CERTIFICATE] [Contractor's Letterhead] _______________, 200____ WNC Housing Tax Credit Fund VI, L.P., Series 7 c/o WNC & Associates, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ Vice President Labor Relations Agree and concur: ▇▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ President ▇▇▇▇▇ Re: PartnersPierce Street Partners Limited Partnership Dear Ladies and Gentlemen: The undersigned Developers & Directing General Chairman IAMAW District 142 Three Associates, Inc., (3) year agreement from DOS (Date of Signinghereinafter referred to as "Contractor"), unless extended has furnished or has contracted to furnish labor, services and/or materials (hereinafter collectively referred to as the "Work") in connection with the improvement of certain real property known as ▇▇▇▇▇▇ Apartments, located in Sioux City, Woodbury County, Iowa (hereinafter known as the "Apartment Housing"). Contractor makes the following representations and warranties regarding Work at the Apartment Housing. o Work on said Apartment Housing has been performed and completed in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed the plans and specifications for the Apartment Housing. o Contractor acknowledges that all amounts owed pursuant to the street at any Line Station (providing contract for Work performed for ▇▇▇▇▇▇ Street Partners Limited Partnership is paid in full. o Contractor acknowledges that ▇▇▇▇▇▇ Street Partners Limited Partnership is not in violation with terms and conditions of the employee exercises his seniority contractual documents related to the fullest extent) as a result of any flight activity Apartment Housing. o Contractor warrants that may be transferred from LUS to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate all parties who have supplied Work for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation improvement of the Apartment Housing have been paid in full. o Contractor acknowledges the contract to be paid in full and releases any lien or right to lien against the above Job Protection provisions o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Srproperty. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result The undersigned has personal knowledge of the merger, amongst the accreted groups, the company agrees matters stated herein and is authorized and fully qualified to meet with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear execute this document on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as behalf of the date of ratification of this agreement and shall not apply in circumstances where the Company’s non-compliance is caused in substantial part b y Conditions Beyond the Company’s Control.Contractor. (NAME OF COMPANY) By:_________________________________________ Title:________________________________________ EXHIBIT G TO THE PARTNERSHIP EXHIBIT H TO THE PARTNERSHIP REPORT OF OPERATIONS QUARTER ENDED:____________________________,200X ------------------------------------- ----------------------------------- LOCAL PARTNERSHIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- GENERAL PARTNER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PROPERTY NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ----------------------------------- ------------------------------------- ----------------------------------- RESIDENT MANAGER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ACCOUNTANT: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------ ----------------------------------- MANAGEMENT COMPANY ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CONTACT: ------------------------------------- ----------------------------------- OCCUPANCY INFORMATION

Sincerely,. By: ____________________________________ Name: Title: Option Holder's Acknowledgment By: _______________________________ Name: Title: Date: EXHIBIT J FORM OF NOTICE AND CERTIFICATION REGARDING DEFEASANCE OF MORTGAGE LOAN For any loan that is not among ten (10) largest loans in pool, and that has an outstanding balance less than both (a) $35,000,000 and (b) 5.0% of outstanding pool balance To: Standard & Poor's Ratings Services, a division of The McGraw Hill Companies, Inc. 55 Water Street New York, New York 10041 Attn: Commercial M▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President Labor Relations Agree and concur: ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three ▇▇▇▇: ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇tional Association, in its capacity as Master Servicer (3the "Master Servicer") year agreement from DOS under the Pooling and Servicing Agreement, dated as of March 1, 2008 (Date of Signingthe "Pooling and Servicing Agreement"), unless extended in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOSamong the Master Servicer, LNR Partners, Inc., as Special Servicer, Wells Fargo Bank, N.A., as Trustee, and LaSalle Bank National Asso▇▇▇▇▇on, as Certificate Administrator and REMIC Administrator. Date: no employee will be furloughed _________, 20___ Re: Banc of America Commercial Mortgage Inc., Commercial Mortgage Pass-Through Certificates, Series 2008-LS1 Mortgage Loan (the "Mortgage Loan") identified by loan number _____ on the Mortgage Loan Schedule attached to the street at any Line Station (providing Pooling and Servicing Agreement and heretofore secured by the employee exercises his seniority Mortgaged Properties identified on the Mortgage Loan Schedule by the following names:____________________ ____________________ Reference is made to the fullest extent) as a result of any flight activity that may Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Pooling and Servicing Agreement. [Note: all terms in this Certification must be transferred from LUS conformed to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM terms used in the Pooling and TWU represent aircraft mechanic Servicing Agreement] As Master Servicer under the Pooling and related employees and at any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classificationServicing Agreement, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation of the above Job Protection provisions o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Sr. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result of the merger, amongst the accreted groups, the company agrees to meet with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as of the date of ratification of this agreement and shall not apply in circumstances where the Company’s non-compliance is caused in substantial part b y Conditions Beyond the Company’s Control.we hereby:

Sincerely,. ▇▇▇▇▇ By:____________________________________ Name: Title: Option Holder's Acknowledgment By: _______________________________ Name: Title: Date: EXHIBIT J FORM OF NOTICE AND CERTIFICATION REGARDING DEFEASANCE OF MORTGAGE LOAN For any loan that is not among ten (10) largest loans in pool, and that has an outstanding balance less than both (a) $35,000,000 and (b) 5.0% of outstanding pool balance To: Standard & Poor's Ratings Services, a division of The McGraw Hill Companies, Inc. 55 Water Street New York, New York 10041 Attn: Commercial ▇▇▇▇▇▇▇▇ Vice President Labor Relations Agree and concur: ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three ▇▇▇▇: ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, National Association, in its capacity as Master Servicer (3the "Master Servicer") year agreement from DOS under the Pooling and Servicing Agreement dated as of December 1, 2007 (Date of Signingthe "Pooling and Servicing Agreement"), unless extended in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOSamong the Master Servicer, Centerline Servicing Inc., as Special Servicer, Wells Fargo Bank, N.A., as Trustee, and LaSalle Bank National Ass▇▇▇▇▇ion, as Certificate Administrator and REMIC Administrator. Date: no employee will be furloughed _________, 20___ Re: Banc of America Commercial Mortgage Inc., Commercial Mortgage Pass-Through Certificates Series 2007-5 Mortgage Loan (the "Mortgage Loan") identified by loan number _____ on the Mortgage Loan Schedule attached to the street at any Line Station (providing Pooling and Servicing Agreement and heretofore secured by the employee exercises his seniority Mortgaged Properties identified on the Mortgage Loan Schedule by the following names:____________________ Reference is made to the fullest extent) as a result of any flight activity that may Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Pooling and Servicing Agreement. [Note: all terms in this Certification must be transferred from LUS conformed to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM terms used in the Pooling and TWU represent aircraft mechanic Servicing Agreement] As Master Servicer under the Pooling and related employees and at any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classificationServicing Agreement, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation of the above Job Protection provisions o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Sr. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result of the merger, amongst the accreted groups, the company agrees to meet with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as of the date of ratification of this agreement and shall not apply in circumstances where the Company’s non-compliance is caused in substantial part b y Conditions Beyond the Company’s Control.we hereby:

Sincerely,. New U.S. Trust Company of New York by /s/ Jeff▇▇▇ ▇. ▇▇▇▇▇▇ ------------------------------------ Jeff▇▇▇ ▇. ▇▇▇▇▇▇, President ACCEPTED AND AGREED: The Chase Manhattan Bank, N.A. by /s/ Rona▇▇ ▇▇▇▇▇▇▇▇ Vice President Labor Relations Agree ------------------------------- Title: Secretary ------------------------ Date: November 18, 1994 ------------------------- 174 EXHIBIT A ****This section has been omitted and concur: ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three (3) year agreement from DOS (Date of Signing), unless extended in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed to the street at any Line Station (providing the employee exercises his seniority to the fullest extent) as a result of any flight activity that may be transferred from LUS to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective filed separately with the implementation of Cross Utilization by classification, no employee within that classification, Securities and Exchange Commission to receive confidential treatment pursuant to Rule 24b-2. ****This section has been omitted and will be involuntarily displaced from their current location (Non-Base) at any common location filed separately with the Securities and including Exchange Commission to receive confidential treatment pursuant to Rule 24b-2. ****This section has been omitted and will be filed separately with the accreted groupsSecurities and Exchange Commission to receive confidential treatment pursuant to Rule 24b-2.  The relocation of covered employees at ****This section has been omitted and will be filed separately with the OCC, including other associated employees (See below), at Securities and Exchange Commission to receive confidential treatment pursuant to Rule 24b-2. ****This section has been omitted and will be filed separately with the merged carrier Securities and Exchange Commission to receive confidential treatment pursuant to Rule 24b-2. ****This section has been omitted and will not be considered a violation filed separately with the Securities and Exchange Commission to receive confidential treatment pursuant to Rule 24b-2. ****This section has been omitted and will be filed separately with the Securities and Exchange Commission to receive confidential treatment pursuant to Rule 24b-2. ****This section has been omitted and will be filed separately with the Securities and Exchange Commission to receive confidential treatment pursuant to Rule 24b-2. Reports ------- Name of the above report Job Protection provisions o Associated employees may include:  QA Auditors – PHX# Frequency ------------------ ----- --------- Standardware Table Report Upon Request Unpriced Federal Reserve Report JTRPU281 Daily 1/1 thru 1/10 or prior business day Anticipated Proxy Report Weekly (Monday) Proxy Mailing Volume Report Weekly (Monday) Client Statement Volume Report Monthly (15th of month) SIC Table Report Quarterly at month end Array Table Report Quarterly at month end Report Code Report Quarterly at month end Tracs/Sweep/Cost Lot Compare Quarterly at month end Report BUDGET CAPTURE VOLUME MONTHLY STATISTICAL DATA Foreign Holdings RAPID download Monthly, PIT and CLT  Material Controllers – PIT  Sr. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result of the merger, amongst the accreted groups, the company agrees to meet with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as of the date close of ratification Lotus Format business after the last business day (HLDS695.PRN) Foreign Transactions RAPID download Monthly, as of this agreement and shall not apply in circumstances where the Company’s non-compliance is caused in substantial part b y Conditions Beyond close of LOTUS Format business after the Company’s Control.last business day (TRAN695.PRN)

Sincerely,. s/ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Vice President Labor Relations Agree and concur: ▇▇▇▇▇ Customer Contracts Representative IBM BUSINESS PARTNER AGREEMENT IBM LOGO BUSINESS National Solution Provider Signature Page PARTNER -------------------------------------------------------------------------------- As our National Solution Provider, we approve you as our NSP/Application Specialist. We may also approve you as our Industry Remarketer. We approve you for the same Products as an Application Specialist that we approve you for as an Industry Remarketer, and both of us agree that you will perform as an Industry Remarketer unless you unilaterally decide not to do so and advise us of this by presenting us with a Remarketer Statement of Election. If we decide to authorize you to perform Marketing Activities as an NSP/Application Specialist, we will use a Prospect (or Project) Form, or allow you to use our central order facility. For each relationship, copies of the applicable documents are included. Please make sure you have them and notify us if any are missing. Authorized Relationship Approved yes NSP/Application Specialist --- As our NSP/Application Specialist, for Prospects who acquire Products from us, you agree to perform Marketing Activities according to the terms of the following (collectively called the "NSP/Application Specialist Agreement"): 1) the NSP/Application Specialist and AS Profile (Z125-4906-12 12/95); 2) the Marketing Assistant General Terms (Z125-5111-03 12/95); 3) the NSP/Application Specialist and AS Attachment (Z125-5123-02 12/95); and 4) the NSP/Application Specialist Central Order Attachment (Z125-5125-01 11/94). The NSP/Application Specialist Agreement and its applicable Transaction Documents are the complete agreement regarding this relationship. Authorized Relationship Approved (yes/no) yes Industry Remarketer --- As our Industry Remarketer, you agree to market our Products with your value-added enhancement, at the prices and terms you set, according to the terms of the following (collectively called the "Industry Remarketer Agreement"): 1) the Industry Remarketer Profile (Z125-4804-23 12/95); 2) the Remarketer General Terms (Z125-4800-08 11/95); and 3) the Industry Remarketer Attachment (Z125-4805-09 07/95). The Industry Remarketer Agreement and its applicable Transaction Documents are the complete agreement regarding this relationship. By signing below, each of us agrees to the terms of this Signature Page, the NSP/Application Specialist Agreement, and the Industry Remarketer Agreement (if approved), which replace any prior oral or written communications between us. Any reproduction of this page or the included documents made by reliable means (for example, photocopy or facsimile) is considered an original. Agreed to: (IBM Business Partner name) Agreed to: COMPUTER GENERATED SOLUTIONS, INC. International Business Machines ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Corporation By /s/ ▇▇▇ ▇▇▇▇▇▇ By ------------------------------------ ---------------------------------- Authorized signature Authorized signature Name (type or print): ▇▇▇ ▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three Name (3) year agreement from DOS (Date of Signing), unless extended in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOStype or print): Date: no employee will be furloughed to the street at any Line Station (providing the employee exercises his seniority to the fullest extent) as a result of any flight activity that may be transferred from LUS to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation of the above Job Protection provisions o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Sr. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result of the merger, amongst the accreted groups, the company agrees to meet with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as of the date of ratification of this agreement and shall not apply in circumstances where the Company’s non-compliance is caused in substantial part b y Conditions Beyond the Company’s Control.6/25/96 Date:

Sincerely,. EXHIBIT E EXHIBIT F TO THE PARTNERSHIP AGREEMENT [CONTRACTOR'S CERTIFICATE] [CONTRACTOR'S LETTERHEAD] _______________, 200____ WNC Housing Tax Credit Fund VI, L.P. Series 11 c/o WNC & Associates, Inc. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President Labor Relations Agree and concur: ▇▇. ▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Re: FDI-CC 2003, LTD. Dear Ladies and Gentlemen: The undersigned __________________ (3) year agreement from DOS (Date of Signinghereinafter referred to as "Contractor"), unless extended has furnished or has contracted to furnish labor, services and/or materials (hereinafter collectively referred to as the "Work") in connection with the improvement of certain real property known as Cedar Cove Apartments located in Sealy, Austin County, Texas (hereinafter known as the "Apartment Housing"). Contractor makes the following representations and warranties regarding Work at the Apartment Housing. o Work on said Apartment Housing has been performed and completed in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed the plans and specifications for the Apartment Housing. o Contractor acknowledges that all amounts owed pursuant to the street at any Line Station (providing contract for Work performed for FDI-CC 2003, LTD. is paid in full. o Contractor acknowledges that FDI-CC 2003, LTD. is not in violation with terms and conditions of the employee exercises his seniority contractual documents related to the fullest extent) as a result of any flight activity Apartment Housing. o Contractor warrants that may be transferred from LUS to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate all parties who have supplied Work for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation improvement of the Apartment Housing have been paid in full. o Contractor acknowledges the contract to be paid in full and releases any lien or right to lien against the above Job Protection provisions o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Srproperty. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result The undersigned has personal knowledge of the merger, amongst the accreted groups, the company agrees matters stated herein and is authorized and fully qualified to meet with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear execute this document on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as behalf of the date Contractor. (NAME OF COMPANY) By: ----------------------------- Title: -------------------------- EXHIBIT F TAX CREDIT COMPLIANCE MONITORING: ANNUAL CERTIFICATION As General Partner of ratification of this agreement and shall not apply in circumstances where FDI-CC 2003, LTD., I hereby certify as to the Company’s non-compliance is caused in substantial part b y Conditions Beyond the Company’s Control.following:

Sincerely,. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President Labor Relations Agree THE FIRST NATIONAL BANK OF BOSTON, as Collateral Agent By: _____________________________ Name: ___________________________ Title:___________________________ IRREVOCABLY ACKNOWLEDGED AND AGREED TO: --------------------------------- [Type name of Approved Investor] By: _____________________________ Name: ___________________________ Title:___________________________ 66 ATTACHMENT 7-C -------------- TO SECURITY AGREEMENT --------------------- [Collateral Agent Letterhead] TRANSMITTAL LETTER ------------------ (During Positive Security Period) [Approved Investor Name] [Address] Attn: Re: Purchase of Mortgage Loans from Honolulu Mortgage Company. Inc. ------------------------------- Ladies and concurGentlemen: ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three Attached please find those mortgage loans listed separately on the attached schedule (3) year agreement from DOS (Date of Signingthe "Mortgage Loans"), unless extended in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed which Mortgage Loans are owned by Honolulu Mortgage Company, Inc. (the "Company") and are being delivered to you for purchase. Please remit the full amount of the purchase price of such Mortgage Loans (as set forth on the schedule attached hereto) by wire transfer to the street at any Line Station (providing the employee exercises his seniority to the fullest extent) following account maintained with The Chase Manhattan Bank, as a result of any flight activity that may Administrative Agent: WIRE INSTRUCTIONS TO MORTGAGE LOAN SETTLEMENT ACCOUNT: [To be transferred from LUS to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered provided by the LUS agreement (including where locations may be separate for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation of the above Job Protection provisions o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Sr. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT Collateral Agent] In the event of a relocation of work as a result of any Mortgage Loan is unacceptable for purchase, return the merger, amongst rejected item directly to the accreted groups, undersigned at the company agrees address set forth below. In no event shall any Mortgage Loan be returned or sales proceeds remitted to meet the Company. The Mortgage Loan must be so returned or sales proceeds remitted in full no later than forty-five (45) days from the date hereof. If you are unable to comply with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear on instructions, please so advise the Mechanic and Related System Seniority List (including Stores, Accreted groups) as of the date of ratification of this agreement and shall not apply in circumstances where the Company’s non-compliance is caused in substantial part b y Conditions Beyond the Company’s Controlundersigned immediately.

Sincerely,. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President Labor Relations Agree and concurDate: ▇▇SIGNATURE ------------------- ---------------------------- TITLE BANK USE ONLY RECEIVED BY: ------------------------------- DATE: -------------------------- REVIEWED BY: ------------------------------- COMPLIANCE STATUS: YES/NO EXHIBIT B COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK FROM: KANBAY INTERNATIONAL, INC. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three The undersigned authorized officer of KANBAY INTERNATIONAL, INC. (3"Kanbay") year agreement from DOS (Date of Signing), unless extended hereby certifies that in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed to the street at any Line Station terms and conditions of the Loan and Security Agreement between Kanbay and certain of Kanbay's direct and indirect subsidiaries (providing collectively, the employee exercises his seniority to Borrowers") and Bank (the fullest extent"Agreement"), (i) as a result of any flight activity that may be transferred from LUS to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate Borrowers are in complete compliance for the accreted groups). In exchange for period ending _______________ with all required covenants except as noted below and (ii) all representations and warranties of Borrowers stated in the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location Agreement are true and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation of the above Job Protection provisions o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Sr. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result of the merger, amongst the accreted groups, the company agrees to meet with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear on the Mechanic and Related System Seniority List (including Stores, Accreted groups) correct in all material respects as of the date hereof. Attached herewith are the required documents supporting the certification. The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The Officer expressly acknowledges that no borrowings may be requested by the Borrowers at any time or date of ratification determination that Borrowers are not in compliance with any of this agreement the terms of the Agreement, and shall not apply in circumstances where the Company’s non-that such compliance is caused determined not just at the date this certificate is delivered. PLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES" COLUMN. *within 5 days of filing with SEC **as set forth in substantial part b y Conditions Beyond the Company’s Control.Loan and Security Agreement

Sincerely,. GENERAL ELECTRIC CAPITAL CORPORATION By: Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Authorized Signatory Agreed to, acknowledged and accepted as of the date first written above: PURCHASER REPRESENTATIVE BRE IMAGINATION HOLDCO LLC, a Delaware limited liability company Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Senior Managing Director and Vice President Labor Relations Agree and concurcc: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ President & Directing ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ [PSA Letter Agreement] SCHEDULES TO LETTER AGREEMENT Signing Portfolio Tape Additional Purchased Entity Information SOFOM Loans Non-SOFOM MX Loans BXMT Loans BREDs Loans Core Entities Loan Portfolio Percentage Premiums Equity Assets/Unadjusted Asset Purchase Price Amount Employment Matters Supplement Transferring Employees Redundant Employees General Chairman IAMAW District 142 Three Electric Capital Corporation undertakes to furnish supplementally to the Securities and Exchange Commission a copy of any of these schedules upon request. General Electric Capital Corporation ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ July 15, 2015 BRE Imagination Holdco LLC c/o The Blackstone Group ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ Re: Consent Matters Ladies and Gentlemen: Reference is hereby made to that certain Purchase and Sale Agreement, dated as of April 10, 2015 (3) year agreement from DOS (Date of Signingthe “Purchase Agreement”), unless extended by and among General Electric Capital Corporation, a Delaware corporation (“Seller”, and, in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed to its capacity as the street at any Line Station (providing Seller Representative under the employee exercises his seniority to Purchase Agreement, the fullest extent) as a result of any flight activity that may be transferred from LUS to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below“Seller Representative”), at the merged carrier will not be considered a violation of the above Job Protection provisions o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Sr. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result of the merger, amongst the accreted groups, the company agrees to meet with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear on the Mechanic one hand, and Related System Seniority List BRE Imagination Holdco LLC, a Delaware limited liability company, BRE Imagination Germany I LLC, a Delaware limited liability company, and BRE Imagination Germany II LLC, a Delaware limited liability company (including Storescollectively, Accreted groups) as of “Purchaser”), on the date of ratification of this agreement and other hand. Capitalized terms used but not defined herein shall not apply have the meaning given to such terms in circumstances where the Company’s non-compliance is caused in substantial part b y Conditions Beyond the Company’s ControlPurchase Agreement.

Sincerely,. Exhibit E EXHIBIT F TO THE PARTNERSHIP AGREEMENT [CONTRACTOR'S CERTIFICATE] [CONTRACTOR'S LETTERHEAD] _______________, 200____ WNC Housing Tax Credit Fund VI, L.P. Series 10 c/o WNC & Associates, Inc. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President Labor Relations Agree and concur: ▇▇. ▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Re: FDI-PM 2003, LTD. Dear Ladies and Gentlemen: The undersigned ______________________ (3) year agreement from DOS (Date of Signinghereinafter referred to as "Contractor"), unless extended has furnished or has contracted to furnish labor, services and/or materials (hereinafter collectively referred to as the "Work") in connection with the improvement of certain real property known as Pine ▇▇▇▇▇▇▇ Apartments located in Prairie View, ▇▇▇▇▇▇ County, Texas (hereinafter known as the "Apartment Housing"). Contractor makes the following representations and warranties regarding Work at the Apartment Housing. o Work on said Apartment Housing has been performed and completed in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed the plans and specifications for the Apartment Housing. o Contractor acknowledges that all amounts owed pursuant to the street at any Line Station (providing contract for Work performed for FDI-PM 2003, LTD. is paid in full. o Contractor acknowledges that FDI-PM 2003, LTD. is not in violation with terms and conditions of the employee exercises his seniority contractual documents related to the fullest extent) as a result of any flight activity Apartment Housing. o Contractor warrants that may be transferred from LUS to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate all parties who have supplied Work for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation improvement of the Apartment Housing have been paid in full. o Contractor acknowledges the contract to be paid in full and releases any lien or right to lien against the above Job Protection provisions o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Srproperty. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result The undersigned has personal knowledge of the merger, amongst the accreted groups, the company agrees matters stated herein and is authorized and fully qualified to meet with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear execute this document on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as behalf of the date Contractor. (NAME OF COMPANY) By: ------------------------------------ Title: --------------------------------- Exhibit F TAX CREDIT COMPLIANCE MONITORING: ANNUAL CERTIFICATION As General Partner of ratification of this agreement and shall not apply in circumstances where FDI-PM 2003, LTD., I hereby certify as to the Company’s non-compliance is caused in substantial part b y Conditions Beyond the Company’s Control.following:

Sincerely,. EXHIBIT F TO THE PARTNERSHIP AGREEMENT [CONTRACTOR'S CERTIFICATE] [Contractor's Letterhead] _______________, 200____ WNC Holding, LLC c/o WNC & Associates, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President Labor Relations Agree and concur: , ▇▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ President ▇▇▇▇▇ Re: North ▇▇▇▇▇▇▇ Partners 99 Limited Partnership Dear Ladies and Gentlemen: The undersigned Developers & Directing General Chairman IAMAW District 142 Three Associates, Inc., (3) year agreement from DOS (Date of Signinghereinafter referred to as "Contractor"), unless extended has furnished or has contracted to furnish labor, services and/or materials (hereinafter collectively referred to as the "Work") in connection with the improvement of certain real property known as _______________ located in ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ County, South Dakota (hereinafter known as the "Apartment Housing"). Contractor makes the following representations and warranties regarding Work at the Apartment Housing. o Work on said Apartment Housing has been performed and completed in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed the plans and specifications for the Apartment Housing. o Contractor acknowledges that all amounts owed pursuant to the street at any Line Station (providing contract for Work performed for North ▇▇▇▇▇▇▇ Partners 99 Limited Partnership is paid in full. o Contractor acknowledges that North ▇▇▇▇▇▇▇ Partners 99 Limited Partnership is not in violation with terms and conditions of the employee exercises his seniority contractual documents related to the fullest extentApartment Housing. o Contractor warrants that all parties who have supplied Work for improvement of the Apartment Housing have been paid in full. o Contractor acknowledges the contract to be paid in full and releases any lien or right to lien against the above property. The undersigned has personal knowledge of the matters stated herein and is authorized and fully qualified to execute this document on behalf of the Contractor. (NAME OF COMPANY) By:_________________________________ Title:______________________________ EXHIBIT G TO THE PARTNERSHIP DEPRECIATION SCHEDULE Real Property: Use Modified Accelerated Cost Recovery System ("MACRS") 27.5 year straight-line depreciation using the mid month convention or use MACRS Alternative Depreciation System ("ADS") 40 year straight-line depreciation if required pursuant to the Agreement. Real Property includes buildings and building improvements. Personal property: Use 5-year recovery period using mid-year 200% declining balance, if it relates to residential real estate or use MACRS Alternative Depreciation System ("ADS") 12 year straight-line depreciation if required pursuant to the Agreement. Personal property related to commercial space must use a 7-year recovery period using mid year 200% declining balance. The following costs have a 5-year recovery period: o Removable appliances (not central climate control system equipment or water heaters) o Draperies, blinds and shades, if they would be reusable if removed o Carpeting, if its removal would not destroy the underlying floor o Vinyl flooring, if its removal would be easy and not destroy the underlying floor o Common area furnishings o Photocopy equipment o Calculators, adding machines o Typewriters o Computers o Wall coverings, if their removal would not destroy the underlying wall o Exit signs o Security systems (not fire protection system, sprinkler system, smoke detectors, or fire escapes) o Outdoor security lighting (not parking lot lighting) o Fire extinguishers o Decorative lighting and sconces (not light fixtures for central lighting) o Outdoor decorative lighting, such as that lighting signs o Telephone systems o Corridor handrails (not bathroom or stairway) o Raised floors to accommodate wirings in computer rooms The following costs have a result 7-year recovery period with a mid year 200% declining balance: o Office furnishings o Cabinets and shelving o Bulletin boards o Conference or meeting room movable partitions A percentage of any flight activity that may the development fee is also allowed in personal property. The percentage is calculated by taking the ratio of personal property cost, excluding development fee, to total development costs and multiplying the development fee by the calculated ratio. Land improvements Cost Recovery - Use 15-year recovery period using mid-year 150% declining balance or use MACRS Alternative Depreciation System ("ADS") 20 year straight-line depreciation if required pursuant to the Agreement. The following costs have a 15-year recovery period. Items allowed in this section are costs attributable to excavation, grading, and removing soil necessary to the proper setting of buildings. Other costs allowable in this section are as follows: o Roads and sidewalks o Concrete work (curb and gutter) o Fencing o Landscaping (including, but not limited to, trees and shrubs) around the building which would be transferred from LUS destroyed if the building were replaced o Decorative walls which are part of the landscaping o Parking lot (resurfacing it later is deducted as an expense) o Initial parking lot striping (restriping it later is deducted as an expense) o Street lights and signs o Signs which identify the property or provide directions o Parking lot lighting (not outdoor security lighting) o Playground equipment o Basketball court and backboard o Tennis courts o Swimming pools o Jogging trails o Flag pole o Wastewater treatment plant and lift station to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic handle raw sewage o Interest expense capitalized and related employees and at to any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation of the above Job Protection provisions costs o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Sr. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result The prorata portion of the mergergeneral contractor/construction company profit, amongst the accreted groupsoverhead, the company agrees and general requirements and conditions allocable to meet items with the IAM to discuss a relocation package for affected employees.   15-year cost recovery period o The job protections described above will apply only to those employees whose names appear on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as prorata portion of the date developer fee, profit and overhead allocable to items with a 15-year cost recovery period Recovery of ratification costs of this agreement sanitary sewer system and shall not apply in circumstances where water utility/distribution system, including the Company’s nonsewer system outside the buildings - the following costs have a 20-compliance is caused in substantial part b y Conditions Beyond the Company’s Control.year recovery period - 150% declining balance mid-year convention. o Fire hydrants o Manhole rings and covers o Watermeter o Gate valves o Flushing hydrants o Cast iron fittings o Valve boxes o Air release valves o Tapping sleeves o PVC water pipe (outside) o PVC sewer pipe (outside) o PVC sewer fittings EXHIBIT H TO THE PARTNERSHIP AGREEMENT REPORT OF OPERATIONS QUARTER ENDED: ____________________, 200X ------------------------------------- ----------------------------------- LOCAL PARTNERSHIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- GENERAL PARTNER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PROPERTY NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ----------------------------------- ------------------------------------- ----------------------------------- RESIDENT MANAGER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ACCOUNTANT: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------ ----------------------------------- MANAGEMENT COMPANY ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CONTACT: ------------------------------------- ----------------------------------- -------------------------------------------------------------------------------

Sincerely,. ▇▇SIGNATURE ---------------------------------- TITLE ---------------------------------- DATE EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK FROM: VISUAL NETWORKS, INC. The undersigned Responsible Officer of VISUAL NETWORKS, INC. certifies that under the terms and conditions of the Accounts Receivable Financing Agreement between Borrower and Lender (the "Agreement"), (i) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below and (ii) all representations and warranties in the Agreement are true and correct in all material respects on this date. Attached are the required documents supporting the certification. The Officer certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The Officer acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. PLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES" COLUMN. REPORTING COVENANT REQUIRED COMPLIES ------------------ -------- -------- Monthly financial statements with CC Monthly within 30 days Yes No Annual (CPA Audited) with CC ▇▇▇ ▇▇▇▇▇▇▇▇ Vice President Labor Relations Agree and concurhin 90 days Yes No FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES ------------------ -------- ------ -------- Maintain on a Monthly Basis: ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three Minimum Quick Ratio (3monthly) year agreement from DOS .90:1.0 through 6/30/01 _____:1.0 Yes No 1.0:1.0 thereafter _____:1.0 Yes No Maximum Net Loss/Profit (Date of Signing), unless extended in accordance with Article 18 – Wage Rates  Job Protection – quarterly): ($* ) ($_________) Yes No furlough protection effective DOS: no employee will be furloughed to the street at any Line Station *(providing the employee exercises his seniority to the fullest extenti) as a result of any flight activity that may be transferred from LUS to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines$19,500,000.00) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate for the accreted groups). In exchange quarter ending 12/31/00; *(ii) ($7,250,000.00) for the cross utilization provisions contained within this paragraph quarter ending 3/31/01; *(iii) ($3,500,000.00) for the Company agrees to provide additional job protections as defined below  Job Protection – No displacementquarter ending 6/30/01; *(iv) ($1,250,000.00) for the quarter ending 9/30/01; *(v) $1,000,000.00 for the quarter ending 12/31/01; *(vi) a quarterly net profit of $1.00 thereafter. COMMENTS REGARDING EXCEPTIONS: Effective with the implementation of Cross Utilization by classificationSee Attached, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation of the above Job Protection provisions o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Sr. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result of the merger, amongst the accreted groups, the company agrees to meet with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as of the date of ratification of this agreement and shall not apply in circumstances where the Company’s non-compliance is caused in substantial part b y Conditions Beyond the Company’s Controlif any.

Sincerely,. PENWEST PHARMACEUTICALS CO. By --------------------------------- Name ------------------------------- Title ------------------------------ SCHEDULES TO COMPLIANCE CERTIFICATE Schedule 1 - Non-Compliance with Covenants Schedule 2 - Business Locations and Names of Borrowers and Guarantors Schedule 3 - Tax Liens; Unpaid Tax or Withholding Obligations Schedule 4 - List of all Deposit Accounts and Securities Accounts of Borrowers and Guarantors Schedule 5 -Pending Litigation; Inquiries or Investigations; Defaults under Material Contracts Schedule 6 - Newly Acquired Intellectual Property and Intellectual Property Licenses Schedules to Compliance Certificate of Credit and Security Agreement (▇▇▇▇▇▇▇ ▇▇▇▇▇ LOGO) EXHIBIT C TO CREDIT AND SECURITY AGREEMENT [RESERVED] Exhibit C to Credit and Security Agreement (▇▇▇▇ Vice President Labor Relations Agree and concur: ▇▇. ▇▇▇ ▇▇▇▇▇▇ LOGO) EXHIBIT D TO CREDIT AND SECURITY AGREEMENT (NOTICE OF BORROWING) BORROWER REPRESENTATIVE DATE: ___________, ______ This certificate is given by ____________________, a Responsible Officer of Penwest Pharmaceuticals Co. ("BORROWER REPRESENTATIVE"), pursuant to Section 2.1(b)(i) of that certain Credit and Security Agreement dated as of March ___, 2007 among Borrower Representative, ________________________ and any additional Borrower that may be a party thereto or from time to time be added thereto (collectively, "BORROWERS"), the Lenders from time to time party thereto and ▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three ▇▇▇▇▇ Capital, a division of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Business Financial Services Inc., as Administrative Agent for Lenders (3as such agreement may have been amended, restated, supplemented or otherwise modified from time to time the "CREDIT AGREEMENT"). Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement. The undersigned Responsible Officer hereby gives notice to Administrative Agent of Borrower Representative's request to on ________________ ___, 2007 borrow _____________________ Dollars ($_____________) year agreement from DOS (Date of Signing)the Term Loan. The undersigned officer hereby certifies in his or her capacity as an officer of the Borrower Representative that, unless extended in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed both before and after giving effect to the street at any Line Station request above (providing the employee exercises his seniority to the fullest extenta) as a result of any flight activity that may be transferred from LUS to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation each of the above Job Protection provisions o Associated employees may include:  QA Auditors – PHXconditions precedent set forth in Sections 7.1 and 7.2 have been satisfied, PIT and CLT  Material Controllers – PIT  Sr. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result (b) all of the mergerrepresentations and warranties contained in the Credit Agreement and the other Financing Documents are true, amongst the accreted groupscorrect and complete in all respects (or in all material respects if such representation, the company agrees warranty, certification or statement is not by its terms already qualified as to meet with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear on the Mechanic and Related System Seniority List (including Stores, Accreted groupsmateriality) as of the date hereof, except to the extent such representation or warranty relates to a specific date, in which case such representation or warranty is true, correct and complete in all respects (or in all material respects if such representation, warranty, certification or statement is not by its terms already qualified as to materiality) as of ratification such earlier date, and (c) no Default or Event of this agreement Default has occurred and shall not apply in circumstances where is continuing on the Company’s non-compliance is caused in substantial part b y Conditions Beyond the Company’s Controldate hereof.

Sincerely,. BORROWER: BRE-FMCF, LLC, a Delaware limited liability company By: BRE Properties, Inc., a Maryland corporation, its sole member By: ------------------------------- Name: ----------------------------- Title: ---------------------------- O-2 EXHIBIT P TO MASTER CREDIT FACILITY AGREEMENT FACILITY TERMINATION REQUEST THE MASTER AGREEMENT REQUIRES YOU TO PERMIT THE [VARIABLE] [FIXED] FACILITY COMMITMENT TO BE REDUCED TO THE AMOUNT DESIGNATED BY US, AT A CLOSING TO BE HELD AT OFFICES DESIGNATED BY YOU ON A CLOSING DATE SELECTED BY YOU, WITHIN FIFTEEN (15) BUSINESS DAYS AFTER THE YOUR RECEIPT OF THE FACILITY TERMINATION REQUEST (OR ON SUCH OTHER DATE AS WE MAY AGREE), IF ALL CONDITIONS CONTAINED IN SECTION 5.02(b) ARE SATISFIED. REFERENCE IS MADE TO THE MASTER AGREEMENT FOR THE SCOPE OF LENDER'S OBLIGATIONS WITH RESPECT TO THIS REQUEST. --------------------, ------ VIA: _______________________ Prudential Multifamily Mortgage, Inc. c/o Prudential Asset Resources ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President Labor Relations Agree Suite 4200E Dallas, Texas 75201 Attn: Director of Servicing [Note: Subject to change in the event Lender or its address changes] Re: FACILITY TERMINATION REQUEST issued pursuant to Master Credit Facility Agreement, dated as of May 2, 2003, by and concurbetween the undersigned ("Borrower") and Lender (as amended from time to time, the "Master Agreement") Ladies and Gentlemen: ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three (3) year agreement from DOS (Date of Signing), unless extended in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed This constitutes a Facility Termination Request pursuant to the street at any Line Station (providing the employee exercises his seniority to the fullest extent) as a result of any flight activity that may be transferred from LUS to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation terms of the above Job Protection provisions o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Sr. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result of the merger, amongst the accreted groups, the company agrees to meet with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as of the date of ratification of this agreement and shall not apply in circumstances where the Company’s nonabove-compliance is caused in substantial part b y Conditions Beyond the Company’s Controlreferenced Master Agreement.

Sincerely,. By: ---------------------------------------- Name: -------------------------------------- Title: ------------------------------------- ATTENTION TO ANY DEBTOR IN BANKRUPTCY OR WHO HAS RECEIVED A DISCHARGE IN BANKRUPTCY OR WHO MAY HAVE PAID, SETTLED OR IS OTHERWISE NOT OBLIGATED: Please be advised that this letter constitutes neither a demand for payment of the captioned debt nor a notice of personal liability to any recipient hereof who: might have received a discharge of such debt in accordance with applicable bankruptcy laws or who might be subject to the automatic stay of Section 362 of the United States B▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇d, or is otherwise not obligated by law. cc: ("Special Servicer") EXHIBIT U FORM OF NOTICE OF MONITORING CERTIFICATEHOLDER [Available upon request of the Trustee] EXHIBIT V FORM OF NOTICE REGARDING PURCHASE OPTION EXERCISE [Letterhead of Master Servicer] [Date] [Option Holder] J.P. Morgan Chase Commercial Mortg▇▇▇ ▇▇▇▇▇▇▇▇ Vice President Labor Relations Agree ies Corp., Mortgage Pass-Through Certificates, Series 2001-CIBC2 ------------------------------------------------------- Ladies and concurGentlemen: ▇▇. You are the holder of an assignable option (the "Purchase Option") to purchase Mortgage Loan number ____ from the Trust Fund, pursuant to Section 6.05 of the pooling and servicing agreement (the "Pooling and Servicing Agreement") dated as of July 1, 2001, by and among J.P. Morgan Chase Commercial Mortg▇▇▇ ▇▇▇▇▇▇▇i▇▇ ▇▇rp., as depositor, Wells Fargo Bank Minnesota, N.A., ▇▇ ▇▇▇ President & Directing General Chairman IAMAW District 142 Three ustee, First Union National Bank, as special servicer, and Midland Loan Services, Inc., as master servicer. Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Pooling and Servicing Agreement. This notice is to inform you that the exercise of your Purchase Option in respect of Mortgage Loan number ___, pursuant to your Purchase Option Notice dated _________, a copy of which is attached hereto, is effective. Pursuant to Section 6.05(a)(v) of the Pooling and Servicing Agreement and your Purchase Option Notice, closing of [your] [_________'s] acquisition of Mortgage Loan number ___ shall occur within ten (310) year agreement from DOS (Date Business Days of Signing), unless extended in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed to the street at any Line Station (providing the employee exercises his seniority to the fullest extent) as a result your receipt of any flight activity that may be transferred from LUS to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below)notice, at the merged carrier will not place and in the manner described below. [Describe closing mechanics. Describe documents or instruments required to be considered a violation prepared by Option Holder in connection with assignment and release of the above Job Protection provisions o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Sr. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result related Mortgage Loan.] Upon payment of the mergerOption Price, amongst Mortgage Loan number ___ and the accreted groupsrelated Mortgaged Property will be released and the related Mortgage Loan File will be delivered to [you] [__________] or at [your] [_________'s] direction. Drafts of such instruments of transfer or assignment, in each case without recourse, reasonably necessary to vest in [you] or [________] the company agrees ownership of Mortgage Loan ____, together with [describe other documents or instruments reasonably required to meet with consummate the IAM purchase] should be delivered to discuss a relocation package [____________] for affected employeesreview as soon as is practicable.   The job protections described above will apply only to those employees whose names appear on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as of the date of ratification [Provide Master Servicer contact information.] Please acknowledge receipt of this agreement letter by signing the enclosed copy and shall not apply in circumstances where the Company’s non-compliance is caused in substantial part b y Conditions Beyond the Company’s Controlreturn it to my attention.

Sincerely,. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President Labor Relations Agree and concurTHE FIRST NATIONAL BANK OF BOSTON, as Collateral Agent By:______________________________ Name: ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three Title: ACKNOWLEDGMENT OF RECEIPT [Attorney or Title Company] By:_______________________________ Name: Title: Date: ATTACHMENT 7-G -------------- TO SECURITY AGREEMENT --------------------- [Collateral Agent Letterhead] BAILEE LETTER ------------- (3Eligible Early Buyout Advance Receivable During Positive Security Period) year agreement from DOS [Name of Attorney or Title Company] Re: Honolulu Mortgage Company, Inc. Shipment of Mortgage Loans for Foreclosure Proceedings ------------------------------------------------------ Attached please find those mortgage loans listed separately on the attached schedule (Date of Signingthe "Mortgage Loans"), unless extended which are owned by Honolulu Mortgage Company, Inc. (the "Company") and are being delivered to you, as agent and bailee (the "Bailee"), in accordance connection with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed a request by the Company to the street at any Line Station (providing the employee exercises his seniority Bailee to commence foreclosure proceedings. Please return to the fullest extentundersigned within 45 days after receiving such documentation, either (A) as a result evidence of any flight activity that may be transferred from LUS the completion of the foreclosure proceedings in respect of such Mortgage Loan or (B) all documentation relating to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate for the accreted groups)such Mortgage Loan if such foreclosure proceedings have not been completed. In exchange for no event shall any Mortgage Loan be returned or proceeds relating thereto be remitted to the cross utilization provisions contained within this paragraph the Company agrees Company. If you are unable to provide additional job protections as defined below  Job Protection – No displacement: Effective comply with the implementation of Cross Utilization by classificationabove instructions, no employee within that classificationplease so advise the undersigned immediately. Sincerely, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCCTHE FIRST NATIONAL BANK OF BOSTON, including other associated employees (See below), at the merged carrier will not be considered a violation of the above Job Protection provisions o Associated employees may includeas Collateral Agent By:_________________________ Name:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Sr. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result of the merger, amongst the accreted groups, the company agrees to meet with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as of the date of ratification of this agreement and shall not apply in circumstances where the Title: ACKNOWLEDGMENT OF RECEIPT [Attorney or Title Company’s non-compliance is caused in substantial part b y Conditions Beyond the Company’s Control.] By:__________________________ Name: Title: Date: 75 ATTACHMENT 8 ------------ TO SECURITY AGREEMENT --------------------- ADDITIONAL REQUIRED DOCUMENTS -----------------------------

Sincerely,. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President Labor Relations Agree and concur: ▇▇. ▇▇s/ Jane▇ ▇▇▇▇▇▇▇▇▇▇ ---------------------------- Jane▇ ▇▇▇▇▇▇▇▇▇▇ President ▇▇▇modity Manager Marriott International Phone: (301) ▇▇▇-▇▇▇▇ ▇▇▇: (301) ▇▇▇-▇▇▇▇ ▇ccepted by Vend▇▇ ▇▇: -------------------------- Title: ----------------------- Date: ------------------------ Exhibit I: Price List On File Exhibit II: Purchase Order Exhibit III: Indemnity Agreement Exhibit IV: Labeling Instructions Exhibit V: Routing Guide Exhibit VI: General Specifications - Upholstered Seating - 9/2/98 Exhibit VII: Marriott's ACT Standards Exhibit VIII: Upholstery Fabric Specification Exhibit IX: Addendum to Agreement EXHIBIT II PURCHASE ORDER SAMPLE ONLY >C? ---------------- ------------------- ----------------- ---------------- --------- Purchase Order# Date Original Buyer Page 1 Marriott International, Inc. (BUYER'S PARENT) Marriott Drive ---------------- ------------------- ----------------- ---------------- --------- Washington, D.C. 20058 USA Payment Terms Freight Terms Sales Order Ship Via FOB Destination Net 30 3rd Party Billed Mark ▇▇▇ ---------------- ------------------- ----------------- ---------------- --------- Marriott International Design & Directing General Chairman IAMAW District 142 Three Construction PROJECT ID/PROPERTY: Services, Inc. ("MIDCS") certifies that the SHIP TO: (ADDRESS LINE 1) purchased property described below is purchased by (ADDRESS LINE 2) MIDCS'_______ for the below referenced property. (ADDRESS LINE 3) year agreement from DOS MIDCS, in its capacity as agent is not taking (Date of Signing), unless extended in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed ADDRESS LINE 4) title to the street at any Line Station purchased property unless otherwise named herein. Unless otherwise specified, mail all invoices in duplicate to: MARRIOTT INTERNATIONAL FOR SHIPMENTS OTHER THAN UPS, FREIGHT CARRIER MUST BE SPECIFIED MARRIOTT DRIVE BY CALLING MARK VII AT 800-▇▇▇-▇▇▇▇ ▇▇▇T. 70/105.09, ROOM 229 WASHINGTON, D.C. 20058 USA QUESTIONS REGARDING THIS ORDER SHOULD BE DIRECTED TO: (providing BUYER'S NAME) Vendor: PHONE (BUYER'S PHONE #) (ADDRESS LINE 1) FAX (BUYER'S FAX #) (ADDRESS LINE 2) (ADDRESS LINE 3) (ADDRESS LINE 4) (address line 5) ------------------ ---------------- ---------------- --------------- ------------------ ------------------ ----------- ___-Schd Item ID Description Quantity/UOM Unit Price Extended Amount Due Date ------------------ ---------------- ---------------- --------------- ------------------ ------------------ ----------- Packaging included in cost of goods unless otherwise noted below. Please accept, sign and return a copy of this order with the employee exercises his seniority estimated ship date to the fullest extent) as a result attention of any flight activity the buyer shown above. Vendor acknowledges that may be transferred from LUS to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered it is bound by the LUS agreement (including where locations may be separate for Terms and Conditions which accompany this Purchase Order, or which are part of the accreted groups)Master Purchasing Agreement between Marriott and the Vendor. In exchange for Due date is the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees required delivery date at the OCCdelivery address(es) shown, including other associated employees (See below)not the shipping date. Other than UPS shipments, at all deliveries require 48-hour advance notice to the merged carrier will not be considered a violation contact shown in the delivery address. Call the buyer listed on this Purchase Order immediately if there are any questions regarding fulfillment of the above Job Protection provisions o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Sr. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result of the merger, amongst the accreted groups, the company agrees to meet with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as of the date of ratification of this agreement and shall not apply in circumstances where the Company’s non-compliance is caused in substantial part b y Conditions Beyond the Company’s Controlorder.

Sincerely,. Exhibit E EXHIBIT F TO THE PARTNERSHIP AGREEMENT [CONTRACTOR'S CERTIFICATE] [Contractor's Letterhead] _______________, 200____ WNC Holding, LLC c/o WNC & Associates, Inc. 3158 Redhill Avenue, Suit▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President Labor Relations Agree and concur: ▇▇. ▇, ▇▇ ▇▇▇▇▇ ▇▇: [▇▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three ect Name] Ladies and Gentlemen: The undersigned [Contractor Name], (3) year agreement from DOS (Date of Signinghereinafter referred to as "Contractor"), unless extended has furnished or has contracted to furnish labor, services and/or materials (hereinafter collectively referred to as the "Work") in connection with the improvement of certain real property known as __________________ located in CITY, COUNTY County, STATE (hereinafter known as the "Apartment Housing"). Contractor makes the following representations and warranties regarding Work at the Apartment Housing. o Work on said Apartment Housing has been performed and completed in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed the plans and specifications for the Apartment Housing. o Contractor acknowledges that all amounts owed pursuant to the street at any Line Station (providing contract for Work performed for Partnership is paid in full. o Contractor acknowledges Partnership is not in violation with terms and conditions of the employee exercises his seniority contractual documents related to the fullest extentApartment Housing. o Contractor warrants that all parties who have supplied Work for improvement of the Apartment Housing have been paid in full. o Contractor acknowledges the contract to be paid in full and releases any lien or right to lien against the above property. The undersigned has personal knowledge of the matters stated herein and is authorized and fully qualified to execute this document on behalf of the Contractor. [NAME OF COMPANY] By:______________________________ Name: ____________________ Title: ____________________ Exhibit F EXHIBIT G TO THE PARTNERSHIP AGREEMENT DEPRECIATION Real Property: Use Modified Accelerated Cost Recovery System ("MACRS") 27.5 year straight-line depreciation using the mid month convention or use MACRS Alternative Depreciation System ("ADS") 40 year straight-line depreciation if required pursuant to the Agreement. Real property includes buildings and building improvements. Personal Property: Use 5-year recovery period using mid-year 200% declining balance, if it relates to residential real estate or use MACRS Alternative Depreciation System ("ADS") 12 year straight-line depreciation if required pursuant to the Agreement. Personal property related to commercial space must use a 7-year recovery period using mid year 200% declining balance. The following costs have a 5-year recovery period: o Removable appliances (not central climate control system equipment or water heaters) o Draperies, blinds and shades, if they would be reusable if removed o Carpeting, if its removal would not destroy the underlying floor o Vinyl flooring, if its removal would be easy and not destroy the underlying floor o Common area furnishings o Photocopy equipment o Calculators, adding machines o Typewriters o Computers o Wall coverings, if their removal would not destroy the underlying wall o Exit signs o Security systems (not fire protection system, sprinkler system, smoke detectors, or fire escapes) o Outdoor security lighting (not parking lot lighting) o Fire extinguishers o Decorative lighting and sconces (not light fixtures for central lighting) o Outdoor decorative lighting, such as that lighting signs o Telephone systems o Corridor handrails (not bathroom or stairway) o Raised floors to accommodate wiring in computer rooms The following costs have a result 7-year recovery period with a mid year 200% declining balance: o Office furnishings o Cabinets and shelving o Bulletin boards o Conference or meeting room movable partitions A percentage of any flight activity that may the development fee is also allowed in personal property. The percentage is calculated by taking the ratio of personal property cost, excluding development fee, to total development costs and multiplying the development fee by the calculated ratio. Exhibit G Land improvements Cost Recovery: Use 15-year recovery period using mid-year 150% declining balance or use MACRS Alternative Depreciation System ("ADS") 20 year straight-line depreciation if required pursuant to the Agreement. The following costs have a 15-year recovery period. Items allowed in this section are costs attributable to excavation, grading, and removing soil necessary to the proper setting of buildings. Other costs allowable in this section are as follows: o Roads and sidewalks o Concrete work (curb and gutter) o Fencing o Landscaping (including, but not limited to, trees and shrubs) around the building which would be transferred from LUS destroyed if the building were replaced o Decorative walls which are part of the landscaping o Parking lot (resurfacing it later is deducted as an expense) o Initial parking lot striping (restriping it later is deducted as an expense) o Street lights and signs o Signs which identify the property or provide directions o Parking lot lighting (not outdoor security lighting) o Playground equipment o Basketball court and backboard o Tennis courts o Swimming pools o Jogging trails o Flag pole o Wastewater treatment plant and lift station to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic handle raw sewage o Interest expense capitalized and related employees and at to any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation of the above Job Protection provisions costs o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Sr. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result The prorata portion of the mergergeneral contractor/construction company profit, amongst the accreted groupsoverhead, the company agrees and general requirements and conditions allocable to meet items with the IAM to discuss a relocation package for affected employees.   15-year cost recovery period o The job protections described above will apply only to those employees whose names appear on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as prorata portion of the date developer fee, profit and overhead allocable to items with a 15-year cost recovery period Recovery of ratification costs of this agreement sanitary sewer system and shall not apply in circumstances where water utility/distribution system, including the Company’s nonsewer system outside the buildings: the following costs have a 20-compliance is caused in substantial part b y Conditions Beyond the Company’s Control.year recovery period - 150% declining balance mid-year convention. o Fire hydrants o Manhole rings and covers o Water meter o Gate valves o Flushing hydrants o Cast iron fittings o Valve boxes o Air release valves o Tapping sleeves o PVC water pipe (outside) o PVC sewer pipe (outside) o PVC sewer fittings Exhibit G EXHIBIT H TO THE PARTNERSHIP AGREEMENT REPORT OF OPERATIONS QUARTER ENDED: ____________________, 200__ ------------------------------------- ----------------------------------- LOCAL PARTNERSHIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- GENERAL PARTNER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PROPERTY NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ----------------------------------- ------------------------------------- ----------------------------------- RESIDENT MANAGER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ACCOUNTANT: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------ ----------------------------------- MANAGEMENT COMPANY ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CONTACT: ------------------------------------- ----------------------------------- -------------------------------------------------------------------------------

Sincerely,. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President Labor Relations Agree THE FIRST NATIONAL BANK OF BOSTON, as Collateral Agent By: ____________________________ Name: __________________________ Title:__________________________ IRREVOCABLY ACKNOWLEDGED AND AGREED TO: _______________________________________ [Type name of Approved Investor] By: ____________________________ Name: __________________________ Title:__________________________ ATTACHMENT 7-D -------------- TO SECURITY AGREEMENT --------------------- [Collateral Agent Letterhead] BAILEE LETTER ------------- (Agency Pool Formation During Negative Security Period) [Certificating Custodian] Re: Honolulu Mortgage Company, Inc. Shipment of Mortgage Loans for Pool Formation --------------------------------------------- Attached please find those Mortgage Loans listed separately on the attached schedule, which are owned by Honolulu Mortgage Company, Inc. (the "Company") and concur: ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three are being delivered to you, as custodian/trustee (3) year agreement from DOS (Date of Signingthe "Certificating Custodian"), unless extended for certification in connection with the formation of a Mortgage Loan pool supporting the issuance of a Mortgage-Backed Security described as follows: _____________________________ The Mortgage Loans constitute a portion of the Collateral under (and as the term "Collateral" and capitalized terms not otherwise defined hereunder are defined in) that certain Amended and Restated Security and Collateral Agency Agreement (as amended, supplemented or otherwise modified from time to time, the "Agreement"), dated as of January 31, 1997, by and among the Grantor, The Chase Manhattan Bank, as Administrative Agent, and The First National Bank of Boston, as Collateral Agent. Each of the Mortgage Loans is subject to a security interest in favor of the Collateral Agent for the benefit of the Secured Parties (as such term is defined in the Agreement), which security interest shall be automatically released upon the issuance of the Mortgage-Backed Security in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee the terms of the prescribed GNMA, FNMA or FHLMC form enclosed herewith. Upon issuance, the Mortgage-Backed Security shall be subject to a lien in favor of the Collateral Agent for the benefit of the Secured Parties. Pending issuance of the Mortgage-Backed Security, the aforesaid security interest in each Mortgage Loan will be furloughed remain in full force and effect, and you shall hold possession thereof and the documentation evidencing such Mortgage Loans in trust and as custodian, agent and bailee for and on behalf of the Secured Parties. Please return to the street at any Line Station undersigned within ten (providing the employee exercises his seniority 10) days after receiving such documentation, either (A) evidence of each Mortgage Loan's initial certification for inclusion in a Mortgage Loan pool or (B) all documentation relating to such Mortgage Loan if such Mortgage Loan is not initially certified. In addition, please immediately return to the fullest extentundersigned all documentation relating thereto to the Collateral Agent if (x) as such Mortgage Loan is initially certified but it is subsequently determined that such Mortgage Loan is not suitable for inclusion in a result Mortgage Loan pool supporting a Montage-Backed Security prior to the issuance of any flight activity that may be transferred from LUS to LAA  Cross Utilization: The Company may utilize LAA such Mortgage-Backed Security or (Legacy American Airlinesy) employees to perform LUS no Mortgage-Backed Security supported by a pool including such Mortgage Loan has been issued within forty five (Legacy US Airways45) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate for the accreted groups)days of your receipt of such documentation. In exchange for no event shall any Mortgage Loan be returned or proceeds relating thereto be remitted to the cross utilization provisions contained within this paragraph Company. Please segregate and properly identify all such documentation as collateral of the Company agrees Secured Parties that secures the Secured Obligations. If you are unable to provide additional job protections as defined below  Job Protection – No displacement: Effective comply with the implementation of Cross Utilization by classificationabove instructions, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including please so advise the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation of the above Job Protection provisions o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Sr. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result of the merger, amongst the accreted groups, the company agrees to meet with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as of the date of ratification of this agreement and shall not apply in circumstances where the Company’s non-compliance is caused in substantial part b y Conditions Beyond the Company’s Controlundersigned immediately.

Sincerely,. EXHIBIT F TO THE PARTNERSHIP AGREEMENT [CONTRACTOR'S CERTIFICATE] [Contractor's Letterhead] _______________, 200____ WNC Holding, LLC c/o WNC & Associates, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ Vice President Labor Relations Agree and concur: ▇▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three ▇▇▇▇▇ Re: Saw Mill Creek II Limited Dividend Housing Association Limited Partnership Dear Ladies and Gentlemen: The undersigned CCC Construction, (3) year agreement from DOS (Date of Signinghereinafter referred to as "Contractor"), unless extended has furnished or has contracted to furnish labor, services and/or materials (hereinafter collectively referred to as the "Work") in connection with the improvement of certain real property known as __________________ located in Vicksburg, Kalamazoo County, Michigan (hereinafter known as the "Apartment Housing"). Contractor makes the following representations and warranties regarding Work at the Apartment Housing. o Work on said Apartment Housing has been performed and completed in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed the plans and specifications for the Apartment Housing. o Contractor acknowledges that all amounts owed pursuant to the street at any Line Station (providing contract for Work performed for Saw Mill Creek II Limited Dividend Housing Association Limited Partnership is paid in full. o Contractor acknowledges that Saw Mill Creek II Limited Dividend Housing Association Limited Partnership is not in violation with terms and conditions of the employee exercises his seniority contractual documents related to the fullest extentApartment Housing. o Contractor warrants that all parties who have supplied Work for improvement of the Apartment Housing have been paid in full. o Contractor acknowledges the contract to be paid in full and releases any lien or right to lien against the above property. The undersigned has personal knowledge of the matters stated herein and is authorized and fully qualified to execute this document on behalf of the Contractor. (NAME OF COMPANY) By: _________________________________________ Title: ________________________________________ EXHIBIT G TO THE PARTNERSHIP Real Property: Use Modified Accelerated Cost Recovery System ("MACRS") 27.5 year straight-line depreciation using the mid month convention or use MACRS Alternative Depreciation System ("ADS") 40 year straight-line depreciation if required pursuant to the Agreement. Real Property includes buildings and building improvements. Personal property: Use 5-year recovery period using mid-year 200% declining balance, if it relates to residential real estate or use MACRS Alternative Depreciation System ("ADS") 12 year straight-line depreciation if required pursuant to the Agreement. Personal property related to commercial space must use a 7-year recovery period using mid year 200% declining balance. The following costs have a 5-year recovery period: o Removable appliances (not central climate control system equipment or water heaters) o Draperies, blinds and shades, if they would be reusable if removed o Carpeting, if its removal would not destroy the underlying floor o Vinyl flooring, if its removal would be easy and not destroy the underlying floor o Common area furnishings o Photocopy equipment o Calculators, adding machines o Typewriters o Computers o Wall coverings, if their removal would not destroy the underlying wall o Exit signs o Security systems (not fire protection system, sprinkler system, smoke detectors, or fire escapes) o Outdoor security lighting (not parking lot lighting) o Fire extinguishers o Decorative lighting and sconces (not light fixtures for central lighting) o Outdoor decorative lighting, such as that lighting signs o Telephone systems o Corridor handrails (not bathroom or stairway) o Raised floors to accommodate wirings in computer rooms The following costs have a result 7-year recovery period with a mid year 200% declining balance: o Office furnishings o Cabinets and shelving o Bulletin boards o Conference or meeting room movable partitions A percentage of any flight activity that may the development fee is also allowed in personal property. The percentage is calculated by taking the ratio of personal property cost, excluding development fee, to total development costs and multiplying the development fee by the calculated ratio. Land improvements Cost Recovery - Use 15-year recovery period using mid-year 150% declining balance or use MACRS Alternative Depreciation System ("ADS") 20 year straight-line depreciation if required pursuant to the Agreement. The following costs have a 15-year recovery period. Items allowed in this section are costs attributable to excavation, grading, and removing soil necessary to the proper setting of buildings. Other costs allowable in this section are as follows: o Roads and sidewalks o Concrete work (curb and gutter) o Fencing o Landscaping (including, but not limited to, trees and shrubs) around the building which would be transferred from LUS destroyed if the building were replaced o Decorative walls which are part of the landscaping o Parking lot (resurfacing it later is deducted as an expense) o Initial parking lot striping (restriping it later is deducted as an expense) o Street lights and signs o Signs which identify the property or provide directions o Parking lot lighting (not outdoor security lighting) o Playground equipment o Basketball court and backboard o Tennis courts o Swimming pools o Jogging trails o Flag pole o Wastewater treatment plant and lift station to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic handle raw sewage o Interest expense capitalized and related employees and at to any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation of the above Job Protection provisions costs o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Sr. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result The prorata portion of the mergergeneral contractor/construction company profit, amongst the accreted groupsoverhead, the company agrees and general requirements and conditions allocable to meet items with the IAM to discuss a relocation package for affected employees.   15-year cost recovery period o The job protections described above will apply only to those employees whose names appear on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as prorata portion of the date developer fee, profit and overhead allocable to items with a 15-year cost recovery period Recovery of ratification costs of this agreement sanitary sewer system and shall not apply in circumstances where water utility/distribution system, including the Company’s nonsewer system outside the buildings - the following costs have a 20-compliance is caused in substantial part b y Conditions Beyond the Company’s Control.year recovery period - 150% declining balance mid-year convention. o Fire hydrants o Manhole rings and covers o Watermeter o Gate valves o Flushing hydrants o Cast iron fittings o Valve boxes o Air release valves o Tapping sleeves o PVC water pipe (outside) o PVC sewer pipe (outside) o PVC sewer fittings EXHIBIT H TO THE PARTNERSHIP AGREEMENT REPORT OF OPERATIONS QUARTER ENDED: ____________________, 200X ------------------------------------- ----------------------------------- LOCAL PARTNERSHIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- GENERAL PARTNER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PROPERTY NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ----------------------------------- ------------------------------------- ----------------------------------- RESIDENT MANAGER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ACCOUNTANT: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------ ----------------------------------- MANAGEMENT COMPANY ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CONTACT: ------------------------------------- ----------------------------------- -------------------------------------------------------------------------------

Sincerely,. s/ Arent Fox PLLC ___________________ Arent Fox PLLC (Logo) Pioneer Behavioral Health ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Fax (▇▇▇) ▇▇▇-▇▇▇▇ December 19, 2006 Camden Partners Limited Partnership c/o Camden Partners Holdings, LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President Labor Relations Agree and concur, Suite 1200 Baltimore, Maryland 21202 Re: ▇▇PHC. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three Inc. Gentlemen: I have acted as in-house counsel for PHC, Inc., a Massachusetts corporation (3) year agreement from DOS (Date of Signingthe "Company"), unless extended in accordance connection with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed the sale by the Company to Camden Partners Limited Partnership, a Delaware limited partnership (the "Purchaser" or "you"), of 961,539 shares of the Company's Class A Common Stock, par value $0.01 per share (the "Shares"), pursuant to the street at any Line Station Securities Purchase Agreement dated as of December 19, 2006 (providing the employee exercises his seniority "Purchase Agreement") between the Company the Purchaser and the execution and delivery by the Company of the Registration Rights Agreement dated as of December 19, 2006 (the "Registration Rights Agreement") between the Company the Purchaser. The Purchase Agreement and the Registration Rights Agreement are referred to herein collectively as the "Agreements." Unless otherwise defined herein, capitalized terms used herein have the respective meaning given them in the Agreements. In rendering this opinion, I have made such legal and factual examinations and inquiries as I have deemed advisable or necessary for the purpose of rendering this opinion. As to matters of fact material to the fullest extentopinions expressed herein, I have relied without independent investigation upon the representations and warranties as to factual matters contained in and made by the Company pursuant to the Purchase Agreement and upon certificates and statements of government officials and of officers of the Company. In addition, I have examined originals or copies of documents, corporate records and other writings which I consider relevant for the purposes of this opinion. In such examination, I have assumed the genuineness of all signatures on original documents, the conformity to original documents of all copies submitted to me and the due execution and delivery of all documents (except for the due execution and delivery of the Agreements by the Company) as where due execution and delivery are a result prerequisite to the effectiveness thereof. As used in this opinion, the expression "to my knowledge" or "known to me" with reference to matters of fact refers to my current actual knowledge, after an examination of documents referred to herein and after the examinations and inquiries described in the foregoing paragraph. Except to the extent expressly Camden Partners Limited Partnership December 19,2006 Page 2 set forth herein, I have not undertaken any independent investigation to determine the existence or absence of any flight activity facts, and no inference as to my knowledge of the existence or absence or any such facts should be drawn from my representation of the Company or the rendering of the opinions set forth below. I express no opinion as to matters governed by any laws other than the laws of the Commonwealth of Massachusetts. To the extent that may laws other than the foregoing are . applicable. with respect to matters set forth in this opinion, I have assumed that such laws are either identical to, or would be transferred from LUS applied in a manner consistent with, the laws of the Commonwealth of Massachusetts. I assume no obligation to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at supplement this letter if my of the applicable laws change in any location (excluding base) where IAM and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate for the accreted groups)manner. In exchange for rendering the cross utilization provisions contained within this opinion set forth in paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification(a) below, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation I have relied exclusively on my inspection of the above Job Protection provisions o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Sr. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In corporate records available for inspection through the event of a relocation of work as a result web page maintained by Corporations Division of the merger, amongst the accreted groups, the company agrees to meet with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as Massachusetts Secretary of the date Commonwealth. Based upon foregoing and subject to the qualifications set forth herein, I am of ratification of this agreement and shall not apply in circumstances where the Company’s non-compliance is caused in substantial part b y Conditions Beyond the Company’s Control.opinion that:

Sincerely,. EXHIBIT F TO THE PARTNERSHIP AGREEMENT [CONTRACTOR'S CERTIFICATE] [Contractor's Letterhead] _______________, 200____ WNC Housing Tax Credit Fund VI, L.P., Series 7 c/o WNC & Associates, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ Vice President Labor Relations Agree and concur: ▇▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three ▇▇▇▇▇ Re: ACN Southern Hills Partners II, L.P. Dear Ladies and Gentlemen: The undersigned Colby Development Company, (3) year agreement from DOS (Date of Signinghereinafter referred to as "Contractor"), unless extended has furnished or has contracted to furnish labor, services and/or materials (hereinafter collectively referred to as the "Work") in connection with the improvement of certain real property known as __________________ located in Oskaloosa, Mahaska County, Iowa (hereinafter known as the "Apartment Housing"). Contractor makes the following representations and warranties regarding Work at the Apartment Housing. o Work on said Apartment Housing has been performed and completed in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed the plans and specifications for the Apartment Housing. o Contractor acknowledges that all amounts owed pursuant to the street at any Line Station (providing contract for Work performed for ACN Southern Hills Partners II, L.P. is paid in full. o Contractor acknowledges that ACN Southern Hills Partners II, L.P. is not in violation with terms and conditions of the employee exercises his seniority contractual documents related to the fullest extentApartment Housing. o Contractor warrants that all parties who have supplied Work for improvement of the Apartment Housing have been paid in full. o Contractor acknowledges the contract to be paid in full and releases any lien or right to lien against the above property. The undersigned has personal knowledge of the matters stated herein and is authorized and fully qualified to execute this document on behalf of the Contractor. (NAME OF COMPANY) By:_________________________________________ Title:________________________________________ EXHIBIT G TO THE PARTNERSHIP Real Property: Use Modified Accelerated Cost Recovery System ("MACRS") 27.5 year straight-line depreciation using the mid month convention or use MACRS Alternative Depreciation System ("ADS") 40 year straight-line depreciation if required pursuant to the Agreement. Real Property includes buildings and building improvements. Personal property: Use 5-year recovery period using mid-year 200% declining balance, if it relates to residential real estate or use MACRS Alternative Depreciation System ("ADS") 12 year straight-line depreciation if required pursuant to the Agreement. Personal property related to commercial space must use a 7-year recovery period using mid year 200% declining balance. The following costs have a 5-year recovery period: o Removable appliances (not central climate control system equipment or water heaters) o Draperies, blinds and shades, if they would be reusable if removed o Carpeting, if its removal would not destroy the underlying floor o Vinyl flooring, if its removal would be easy and not destroy the underlying floor o Common area furnishings o Photocopy equipment o Calculators, adding machines o Typewriters o Computers o Wall coverings, if their removal would not destroy the underlying wall o Exit signs o Security systems (not fire protection system, sprinkler system, smoke detectors, or fire escapes) o Outdoor security lighting (not parking lot lighting) o Fire extinguishers o Decorative lighting and sconces (not light fixtures for central lighting) o Outdoor decorative lighting, such as that lighting signs o Telephone systems o Corridor handrails (not bathroom or stairway) o Raised floors to accommodate wiriness in computer rooms The following costs have a result 7-year recovery period with a mid year 200% declining balance: o Office furnishings o Cabinets and shelving o Bulletin boards o Conference or meeting room movable partitions A percentage of any flight activity that may the development fee is also allowed in personal property. The percentage is calculated by taking the ratio of personal property cost, excluding development fee, to total development costs and multiplying the development fee by the calculated ratio. Land improvements Cost Recovery - Use 15-year recovery period using mid-year 150% declining balance or use MACRS Alternative Depreciation System ("ADS") 20 year straight-line depreciation if required pursuant to the Agreement. The following costs have a 15-year recovery period. Items allowed in this section are costs attributable to excavation, grading, and removing soil necessary to the proper setting of buildings. Other costs allowable in this section are as follows: o Roads and sidewalks o Concrete work (curb and gutter) o Fencing o Landscaping (including, but not limited to, trees and shrubs) around the building which would be transferred from LUS destroyed if the building were replaced o Decorative walls which are part of the landscaping o Parking lot (resurfacing it later is deducted as an expense) o Initial parking lot striping (restriping it later is deducted as an expense) o Street lights and signs o Signs which identify the property or provide directions o Parking lot lighting (not outdoor security lighting) o Playground equipment o Basketball court and backboard o Tennis courts o Swimming pools o Jogging trails o Flag pole o Wastewater treatment plant and lift station to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic handle raw sewage o Interest expense capitalized and related employees and at to any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation of the above Job Protection provisions costs o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Sr. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result The prorata portion of the mergergeneral contractor/construction company profit, amongst the accreted groupsoverhead, the company agrees and general requirements and conditions allocable to meet items with the IAM to discuss a relocation package for affected employees.   15-year cost recovery period o The job protections described above will apply only to those employees whose names appear on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as prorata portion of the date developer fee, profit and overhead allocable to items with a 15-year cost recovery period Recovery of ratification costs of this agreement sanitary sewer system and shall not apply in circumstances where water utility/distribution system, including the Company’s nonsewer system outside the buildings - the following costs have a 20-compliance is caused in substantial part b y Conditions Beyond the Company’s Control.year recovery period - 150% declining balance mid-year convention. o Fire hydrants o Manhole rings and covers o Watermeter o Gate valves o Flushing hydrants o Cast iron fittings o Valve boxes o Air release valves o Tapping sleeves o PVC water pipe (outside) o PVC sewer pipe (outside) o PVC sewer fittings EXHIBIT H TO THE PARTNERSHIP REPORT OF OPERATIONS QUARTER ENDED:____________________________,200X ------------------------------------- ----------------------------------- LOCAL PARTNERSHIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- GENERAL PARTNER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PROPERTY NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ----------------------------------- ------------------------------------- ----------------------------------- RESIDENT MANAGER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ACCOUNTANT: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------ ----------------------------------- MANAGEMENT COMPANY ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CONTACT: ------------------------------------- ----------------------------------- OCCUPANCY INFORMATION

Sincerely,. EXHIBIT F CONTRACTOR'S CERTIFICATE [Contractor's Letterhead] _______________, 200____ WNC Holding, LLC c/o WNC & Associates, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ Vice President Labor Relations Agree and concur: ▇▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Re: ▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three Meadow Associates, Ltd. Ladies and Gentlemen: The undersigned ▇▇▇▇▇ Construction Company Inc., (3) year agreement from DOS (Date of Signinghereinafter referred to as "Contractor"), unless extended has furnished or has contracted to furnish labor, services and/or materials (hereinafter collectively referred to as the "Work") in connection with the improvement of certain real property known as __________________ located in Glencoe, Etowah County, Alabama (hereinafter known as the "Apartment Housing"). Contractor makes the following representations and warranties regarding Work at the Apartment Housing: o Work on said Apartment Housing has been performed and completed in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee the plans and specifications for the Apartment Housing. o Contractor acknowledges that upon the Partnership's receipt of the Limited Partner's completion of construction Capital Contribution payment all amounts owed to contractor pursuant to the contract for Work performed for ▇▇▇▇▇▇▇ Meadow Associates, Ltd. will be furloughed paid in full. If not paid in full, then Contractor will defer any amounts owed to it until receipt of the next Capital Contribution payment. o Contractor acknowledges ▇▇▇▇▇▇▇ Meadow Associates, Ltd. is not in violation with terms and conditions of the contractual documents related to the street at any Line Station (providing the employee exercises his seniority to the fullest extent) as a result of any flight activity Apartment Housing. o Contractor warrants that may be transferred from LUS to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate all other parties who have supplied Work for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation improvement of the Apartment Housing have been paid in full. o Contractor acknowledges that the contract has been paid in full and releases any lien or right to lien against the above Job Protection provisions o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Srproperty. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result The undersigned has personal knowledge of the merger, amongst the accreted groups, the company agrees matters stated herein and is authorized and fully qualified to meet with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear execute this document on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as behalf of the date of ratification of this agreement Contractor. [COMPANY NAME] By: _____________________________ Name: ____________________ Title: ____________________ EXHIBIT G DEPRECIATION SCHEDULE Real Property: Use Modified Accelerated Cost Recovery System ("MACRS") 27.5 year straight-line depreciation using the mid-month. Real property includes buildings and shall not apply in circumstances where the Company’s non-compliance is caused in substantial part b y Conditions Beyond the Company’s Controlbuilding improvements.

Sincerely,. Exhibit E EXHIBIT F TO THE PARTNERSHIP AGREEMENT [CONTRACTOR'S CERTIFICATE] [CONTRACTOR'S LETTERHEAD] _______________, 200____ WNC Housing Tax Credit Fund VI, L.P. Series 10 c/o WNC & Associates, Inc. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President Labor Relations Agree and concur: ▇▇. ▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Re: FDI-GM 2003, LTD. Dear Ladies and Gentlemen: The undersigned ______________________ (3) year agreement from DOS (Date of Signinghereinafter referred to as "Contractor"), unless extended has furnished or has contracted to furnish labor, services and/or materials (hereinafter collectively referred to as the "Work") in connection with the improvement of certain real property known as Willowchase Apartments located in Hempstead, ▇▇▇▇▇▇ County, Texas (hereinafter known as the "Apartment Housing"). Contractor makes the following representations and warranties regarding Work at the Apartment Housing. o Work on said Apartment Housing has been performed and completed in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed the plans and specifications for the Apartment Housing. o Contractor acknowledges that all amounts owed pursuant to the street at any Line Station (providing contract for Work performed for FDI-GM 2003, LTD. is paid in full. o Contractor acknowledges that FDI-GM 2003, LTD. is not in violation with terms and conditions of the employee exercises his seniority contractual documents related to the fullest extent) as a result of any flight activity Apartment Housing. o Contractor warrants that may be transferred from LUS to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate all parties who have supplied Work for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation improvement of the Apartment Housing have been paid in full. o Contractor acknowledges the contract to be paid in full and releases any lien or right to lien against the above Job Protection provisions o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Srproperty. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result The undersigned has personal knowledge of the merger, amongst the accreted groups, the company agrees matters stated herein and is authorized and fully qualified to meet with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear execute this document on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as behalf of the date Contractor. (NAME OF COMPANY) By: ---------------------------------- Title: ------------------------------- Exhibit F TAX CREDIT COMPLIANCE MONITORING: ANNUAL CERTIFICATION As General Partner of ratification of this agreement and shall not apply in circumstances where FDI-GM 2003, LTD., I hereby certify as to the Company’s non-compliance is caused in substantial part b y Conditions Beyond the Company’s Control.following:

Sincerely,. EXHIBIT F TO THE PARTNERSHIP AGREEMENT [CONTRACTOR'S CERTIFICATE] [Contractor's Letterhead] _______________, 2000 WNC Housing Tax Credit Fund VI, L.P., Series 7 c/o WNC & Associates, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Re: School Square Limited Partnership Dear Ladies and Gentlemen: The undersigned Sand Companies, Inc., (hereinafter referred to as "Contractor"), has furnished or has contracted to furnish labor, services and/or materials (hereinafter collectively referred to as the "Work") in connection with the construction of certain real property known as School House Square Apartments located in ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President Labor Relations Agree and concur: ▇▇. ▇▇▇ , ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three County, Minnesota 56307 (3) year agreement from DOS (Date of Signinghereinafter known as the "Apartment Housing"), unless extended . Contractor makes the following representations and warranties regarding Work at the Apartment Housing. o Work on said Apartment Housing has been performed and completed in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed the plans and specifications for the Apartment Housing. o Contractor acknowledges that all amounts owed pursuant to the street at any Line Station (providing contract for Work performed for School Square Limited Partnership is paid in full. o Contractor acknowledges that School Square Limited Partnership is not in violation with terms and conditions of the employee exercises his seniority contractual documents related to the fullest extent) as a result of any flight activity Apartment Housing. o Contractor warrants that may be transferred from LUS to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate all parties who have supplied Work for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation improvement of the Apartment Housing have been paid in full. o Contractor acknowledges the contract to be paid in full and releases any lien or right to lien against the above Job Protection provisions o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Srproperty. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result The undersigned has personal knowledge of the merger, amongst the accreted groups, the company agrees matters stated herein and is authorized and fully qualified to meet with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear execute this document on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as behalf of the date of ratification of this agreement and shall not apply in circumstances where the Company’s non-compliance is caused in substantial part b y Conditions Beyond the Company’s Control.Contractor. (NAME OF COMPANY) By:_________________________________________ Title:______________________________________ REPORT OF OPERATIONS QUARTER ENDED:____________________________,199X ------------------------------------- ----------------------------------- LOCAL PARTNERSHIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- GENERAL PARTNER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PROPERTY NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ----------------------------------- ------------------------------------- ----------------------------------- RESIDENT MANAGER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ACCOUNTANT: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------ ----------------------------------- MANAGEMENT COMPANY ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CONTACT: ------------------------------------- ----------------------------------- ------------------------------------------------------------------------------- OCCUPANCY INFORMATION

Sincerely,. Exhibit E EXHIBIT F CONTRACTOR'S CERTIFICATE [Contractor's Letterhead] _______________, 200_ WNC Housing Tax Credit Fund VI, L.P. Series 11 c/o WNC & Associates, Inc. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President Labor Relations Agree and concur: ▇▇. ▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three Re: Staples Square Apartments Limited Partnership Ladies and Gentlemen: The undersigned Voronyak Builders, Inc. (3) year agreement from DOS (Date of Signinghereinafter referred to as "Contractor"), unless extended has furnished or through various contractors, sub-contractors, or material suppliers has contracted to furnish labor, services and/or materials to satisfy the Construction Contract (hereinafter collectively referred to as the "Work") in connection with the improvement of certain real property known as Staples Square Apartments located in Staples, Wadena County, Minnesota (hereinafter known as the "Apartment Housing"). Any terms not defined herein shall have the meaning ascribed in the Amended and Restated Agreement of Limited Partnership of Staples Square Apartments Limited Partnership. Contractor makes the following representations, warranties and covenants regarding the Work at the Apartment Housing with full knowledge that the Limited Partner will rely on these representations, warranties and covenants as a condition to making its Capital Contribution payment to Staples Square Apartments Limited Partnership: o Work on said Apartment Housing has been performed and completed in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee the Plans and Specifications for the Apartment Housing. o Contractor acknowledges that upon the Partnership's receipt of the Limited Partner's placed in service Capital Contribution payment all amounts owed to Contractor, sub-contractor or material suppliers to complete the Work will be furloughed to the street at any Line Station (providing the employee exercises his seniority to the fullest extent) as a result paid in full. o Contractor acknowledges Staples Square Apartments Limited Partnership is not in violation of any flight activity terms and conditions of the Construction Contract. o Contractor acknowledges that may be transferred from LUS to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM the Construction Contract has been paid in full and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate all liens for the accreted groups)Work have been released. In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation undersigned has personal knowledge of the above Job Protection provisions o Associated employees may include:  QA Auditors – PHX, PIT matters stated herein and CLT  Material Controllers – PIT  Sr. Planners – PHX, PIT is authorized and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result fully qualified to execute this document on behalf of the mergerContractor. Exhibit F VORONYAK BUILDERS, amongst the accreted groups, the company agrees to meet with the IAM to discuss a relocation package for affected employeesINC.   The job protections described above will apply only to those employees whose names appear on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as of the date of ratification of this agreement and shall not apply in circumstances where the Company’s non-compliance is caused in substantial part b y Conditions Beyond the Company’s Control.By:_____________________________ Name: ____________________ Title: ____________________

Sincerely,. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President Labor Relations Agree [The Law Debenture Trust Corporation p.l.c.] acting on behalf and concurfor the benefit of the Secured Creditors [Delegate] _______________________ By: ▇▇Title: ANNEX "D" FORM OF ST NOTICE OF ENFORCEMENT (LETTERHEAD OF THE SECURITY TRUSTEE) [ONCE NOTARIZED, SEND A COPY VIA FAX, AND THE ORIGINAL VIA COURIER] Date [______], 20[__]. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three To: [NAME OF THE RELEVANT PLEDGOR] Address: [ ______________] Telefax: [_____________] Attention: [_________________] Re.: ST Notice of Enforcement. Dear Sirs: We refer to (3i) year agreement from DOS the Pledge of Shares Agreement dated as of ________, 2003, by and among Marconi Communications Inc., Marconi Communications, S.A. de C.V., and Marconi Networks Worldwide, Inc. (Date of Signingall the foregoing collectively the "Pledgors"), unless extended and The Law Debenture Trust Corporation p.l.c., as agent and attorney-in-fact, acting on behalf and for the benefit of the Secured Creditors therein identified (the "Shares Pledge Agreement"), under which [____] shares of stock of [INSERT NAME OF CORRESPONDING ISSUER COMPANY], have been pledged by you (the "Pledged Shares"), and (ii) a notice from us to you dated [___], stating that an Enforcement Event (as such term is defined in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed the Shares Pledge Agreement) has occurred. Except to the street at any Line Station (providing extent otherwise defined herein, capitalized terms used herein, shall have the employee exercises his seniority same meaning attributed to them as in the Shares Pledge Agreement. Pursuant to the fullest extent) as a result of any flight activity that may be transferred from LUS to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation set forth in Clause Third of the above Job Protection provisions o Associated employees may include:  QA Auditors – PHXShares Pledge Agreement, PIT and CLT  Material Controllers – PIT  Sr. Planners – PHXconsidering that an Enforcement Event has occurred, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result of the merger, amongst the accreted groups, the company agrees to meet with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear on the Mechanic and Related System Seniority List (including Stores, Accreted groups) please be advised that as of the date hereof, all voting rights pertaining to the Pledged Shares are now transferred and passed on to the Security Trustee, acting on behalf and for the benefit of ratification the Secured Creditors, and therefore as of this agreement date any Shareholders' Meeting of the Issuer Company, that is called in terms of its by-laws, shall be attended (directly or through an attorney-in-fact appointed for such purpose) by the Security Trustee. The present ST Notice of Enforcement is issued to you with a copy to the corresponding Issuer Company, for all legal purposes that may take place. Sincerely, [The Law Debenture Trust Corporation, p.l.c.] acting on behalf and shall not apply for the benefit of the Secured Creditors [Delegate] _______________________ By: Title: In witness whereof, the foregoing notice was signed and ratified before me [_____________], Notary Public in circumstances where and for the Company’s non-compliance is caused in substantial part b y Conditions Beyond the Company’s ControlCounty of [________] State of [_______],[_____]; therefore, I set my hand and official seal hereunto on this [___] day of [______], 20[__]. Notary Public ____________________ By: My license expires on [______], 20[__].

Sincerely,. EXHIBIT F TO THE PARTNERSHIP AGREEMENT [CONTRACTOR'S CERTIFICATE] [CONTRACTOR'S LETTERHEAD] _______________, 200____ WNC Housing Tax Credit Fund VI, L.P. Series 11 c/o WNC & Associates, Inc. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President Labor Relations Agree and concur: ▇▇. ▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Re: FDI-WC 2003, LTD. Dear Ladies and Gentlemen: The undersigned ______________________ (3) year agreement from DOS (Date of Signinghereinafter referred to as "Contractor"), unless extended has furnished or has contracted to furnish labor, services and/or materials (hereinafter collectively referred to as the "Work") in connection with the improvement of certain real property known as Willowchase Apartments located in Hempstead, ▇▇▇▇▇▇ County, Texas (hereinafter known as the "Apartment Housing"). Contractor makes the following representations and warranties regarding Work at the Apartment Housing. o Work on said Apartment Housing has been performed and completed in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed the plans and specifications for the Apartment Housing. o Contractor acknowledges that all amounts owed pursuant to the street at any Line Station (providing contract for Work performed for FDI-WC 2003, LTD. is paid in full. o Contractor acknowledges that FDI-WC 2003, LTD. is not in violation with terms and conditions of the employee exercises his seniority contractual documents related to the fullest extent) as a result of any flight activity Apartment Housing. o Contractor warrants that may be transferred from LUS to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate all parties who have supplied Work for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation improvement of the Apartment Housing have been paid in full. o Contractor acknowledges the contract to be paid in full and releases any lien or right to lien against the above Job Protection provisions o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Srproperty. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result The undersigned has personal knowledge of the merger, amongst the accreted groups, the company agrees matters stated herein and is authorized and fully qualified to meet with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear execute this document on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as behalf of the date Contractor. (NAME OF COMPANY) By: ------------------------------- Title: ---------------------------- TAX CREDIT COMPLIANCE MONITORING: ANNUAL CERTIFICATION As General Partner of ratification of this agreement and shall not apply in circumstances where FDI-WC 2003, LTD., I hereby certify as to the Company’s non-compliance is caused in substantial part b y Conditions Beyond the Company’s Control.following:

Sincerely,. EXHIBIT F [CONTRACTOR'S CERTIFICATE] [Contractor's Letterhead] _______________, 200____ WNC Holding, LLC c/o WNC & Associates, Inc. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President Labor Relations Agree and concur: ▇▇. ▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three ▇▇▇▇▇ Re: Head Circle, L.P. Dear Ladies and Gentlemen: The undersigned Southeastern Management Co., Inc., (3) year agreement from DOS (Date of Signinghereinafter referred to as "Contractor"), unless extended has furnished or through various contractors, sub-contractors or material suppliers has contracted to furnish labor, services and/or materials (hereinafter collectively referred to as the "Work") in connection with the improvement of certain real property known as __________________ located in Ruleville, Sunflower County, Mississippi (hereinafter known as the "Apartment Housing"). Any terms not defined herein shall have the meaning ascribed in the Amended and Restated Agreement of Limited Partnership of Head Circle, L.P. Contractor makes the following representations, warranties and covenants regarding the Work at the Apartment Housing with full knowledge that the Limited Partner will rely on these representations, warranties and covenants as a condition to making its Capital Contribution payment to Head Circle, L.P. o Work on said Apartment Housing has been performed and completed in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee the Plans and Specifications for the Apartment Housing. o Contractor acknowledges that upon the Partnership's receipt of the Limited Partner's placed in service Capital Contribution payment, all amounts owed to Contractor, sub-contractor or material suppliers to complete the Work will be furloughed paid in full. o Contractor acknowledges Head Circle, L.P. is not in violation of any terms and conditions of Construction Contract. o Contractor acknowledges the Construction Contract has been paid in full and all liens for the Work have been received. The undersigned has personal knowledge of the matters stated herein and is authorized and fully qualified to execute this document on behalf of the Contractor. (NAME OF COMPANY) By: ___________________________________ Title: ________________________________ EXHIBIT G DEPRECIATION SCHEDULE Real Property: Use Modified Accelerated Cost Recovery System ("MACRS") 27.5 year straight-line depreciation using the mid month. Real Property includes buildings and building improvements. Personal property: Use 5-year recovery period using mid-year 200% declining balance, if it relates to residential real estate. Personal property related to commercial space must use a 7-year recovery period using mid-year 200% declining balance. The following costs have a 5-year recovery period: o Removable appliances (not central climate control system equipment or water heaters) o Draperies, blinds and shades, if they would be reusable if removed o Carpeting, if its removal would not destroy the underlying floor o Vinyl flooring, if its removal would be easy and not destroy the underlying floor o Common area furnishings o Photocopy equipment o Calculators, adding machines o Typewriters o Computers o Wall coverings, if their removal would not destroy the underlying wall o Exit signs o Security systems (not fire protection system, sprinkler system, smoke detectors, or fire escapes) o Outdoor security lighting (not parking lot lighting) o Fire extinguishers o Decorative lighting and sconces (not light fixtures for central lighting) o Outdoor decorative lighting, such as that lighting signs o Telephone systems o Corridor handrails (not bathroom or stairway) o Raised floors to accommodate wirings in computer rooms The following costs have a 7-year recovery period with a mid year 200% declining balance: o Office furnishings o Cabinets and shelving o Bulletin boards o Conference or meeting room movable partitions A percentage of the development fee is also allowed in personal property. The percentage is calculated by taking the ratio of personal property cost, excluding development fee, to total development costs and multiplying the development fee by the calculated ratio. Land improvements Cost Recovery: Use 15-year recovery period using mid-year 150% declining balance. The following costs have a 15-year recovery period. Items allowed in this section are costs attributable to excavation, grading, and removing soil necessary to the street at any Line Station proper setting of buildings. Other costs allowable in this section are as follows: o Roads and sidewalks o Concrete work (providing curb and gutter) o Fencing o Landscaping (including, but not limited to, trees and shrubs) around the employee exercises his seniority building which would be destroyed if the building were replaced o Decorative walls which are part of the landscaping o Parking lot (resurfacing it later is deducted as an expense) o Initial parking lot striping (restriping it later is deducted as an expense) o Street lights and signs o Signs which identify the property or provide directions o Parking lot lighting (not outdoor security lighting) o Playground equipment o Basketball court and backboard o Tennis courts o Swimming pools o Jogging trails o Flag pole o Wastewater treatment plant and lift station to the fullest extent) as a result of any flight activity that may be transferred from LUS to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic handle raw sewage o Interest expense capitalized and related employees and at to any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation of the above Job Protection provisions costs o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Sr. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result The prorata portion of the mergergeneral contractor/construction company profit, amongst the accreted groupsoverhead, the company agrees and general requirements and conditions allocable to meet items with the IAM to discuss a relocation package for affected employees.   15-year cost recovery period o The job protections described above will apply only to those employees whose names appear on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as prorata portion of the date development fee, profit and overhead allocable to items with a 15-year cost recovery period Recovery of ratification costs of this agreement sanitary sewer system and shall not apply in circumstances where water utility/distribution system, including the Company’s nonsewer system outside the buildings: the following costs have a 20-compliance is caused in substantial part b y Conditions Beyond the Company’s Control.year recovery period - 150% declining balance mid-year convention. o Fire hydrants o Manhole rings and covers o Watermeter o Gate valves o Flushing hydrants o Cast iron fittings o Valve boxes o Air release valves o Tapping sleeves o PVC water pipe (outside) o PVC sewer pipe (outside) o PVC sewer fittings EXHIBIT H

Sincerely,. s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, Chairman and CEO Accepted: /s/ ▇▇▇▇ Vice President Labor Relations Agree ▇▇▇ 12/11/98 ------------------------------- -------------------- ▇▇▇▇ ▇▇▇, Chairman Date BILL OF SALE For good and concurvaluable consideration, the undersigned "Seller" transfers all of its right, title and interest in the personal property identified ON THE ATTACHED LIST free of all liens and encumbrances to the undersigned "Buyer". ▇▇▇▇▇ accepts the personal property "as is" and "where is". Seller also transfers to Buyer any of its assignable warranties from third parties on the personal property. THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, ASSOCIATED WITH THE PERSONAL PROPERTY AND SELLER EXPRESSLY DISCLAIMS ANY OTHER WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE. ▇▇▇▇▇ accepts the transfer of personal property on these terms and acknowledges that the consideration paid to Seller reflects a reasonable allocation of such risks. Buyer shall pay all sales and use taxes associated with this transfer and will indemnify Seller from all loss, liability, claims and expense, including reasonable attorneys' charges, associated with Buyer's failure to timely discharge such obligation. BUYER: Korea Data Systems America, Inc. SELLER: Radius Inc. By: By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ------------------------------ ------------------------------ Name: Name: ▇▇. ▇▇ ▇▇▇▇▇▇▇ ------------------------------ ------------------------------ Address: Address: ▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three ------------------------------ ------------------------------ Mtn View, CA ------------------------------ ------------------------------ (3Attach list of personal property) year agreement from DOS (Date of Signing), unless extended in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed to the street at any Line Station (providing the employee exercises his seniority to the fullest extent) as a result of any flight activity that may be transferred from LUS to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation of the above Job Protection provisions o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Sr. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result of the merger, amongst the accreted groups, the company agrees to meet with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as of the date of ratification of this agreement and shall not apply in circumstances where the Company’s non-compliance is caused in substantial part b y Conditions Beyond the Company’s Control.LIST OF ASSETS TO BE TRANSFERRED TO KDS/MIRO

Sincerely,. Exhibit E EXHIBIT F TO THE PARTNERSHIP AGREEMENT [CONTRACTOR'S CERTIFICATE] [CONTRACTOR'S LETTERHEAD] _______________, 200____ WNC Housing Tax Credit Fund VI, L.P. Series 11 c/o WNC & Associates, Inc. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President Labor Relations Agree and concur: ▇▇. ▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Re: FDI-BB 2003, LTD. Dear Ladies and Gentlemen: The undersigned ______________________ (3) year agreement from DOS (Date of Signinghereinafter referred to as "Contractor"), unless extended has furnished or has contracted to furnish labor, services and/or materials (hereinafter collectively referred to as the "Work") in connection with the improvement of certain real property known as Bayou Bend Apartments located in Waller, ▇▇▇▇▇▇ County, Texas (hereinafter known as the "Apartment Housing"). Contractor makes the following representations and warranties regarding Work at the Apartment Housing. o Work on said Apartment Housing has been performed and completed in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed the plans and specifications for the Apartment Housing. o Contractor acknowledges that all amounts owed pursuant to the street at any Line Station (providing contract for Work performed for FDI-BB 2003, LTD. is paid in full. o Contractor cknowledges that FDI-BB 2003, LTD. is not in violation with terms and conditions of the employee exercises his seniority contractual documents related to the fullest extent) as a result of any flight activity Apartment Housing. o Contractor warrants that may be transferred from LUS to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate all parties who have supplied Work for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation improvement of the Apartment Housing have been paid in full. o Contractor acknowledges the contract to be paid in full and releases any lien or right to lien against the above Job Protection provisions o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Srproperty. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result The undersigned has personal knowledge of the merger, amongst the accreted groups, the company agrees matters stated herein and is authorized and fully qualified to meet with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear execute this document on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as behalf of the date Contractor. (NAME OF COMPANY) By: ------------------------ Title: --------------------- Exhibit F TAX CREDIT COMPLIANCE MONITORING: ANNUAL CERTIFICATION As General Partner of ratification of this agreement and shall not apply in circumstances where FDI-BB 2003, LTD., I hereby certify as to the Company’s non-compliance is caused in substantial part b y Conditions Beyond the Company’s Control.following:

Sincerely,. EXHIBIT F TO THE PARTNERSHIP AGREEMENT [CONTRACTOR'S CERTIFICATE] [Contractor's Letterhead] _______________, 199____ WNC Housing Tax Credit Fund VI, L.P., Series 6 c/o WNC & Associates, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ Vice President Labor Relations Agree and concur: ▇▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three ▇▇▇▇▇ Re: West Mobile County Housing, LTD. Dear Ladies and Gentlemen: The undersigned ▇▇▇▇▇ ▇▇▇▇▇ Builders, Inc., (3) year agreement from DOS (Date of Signinghereinafter referred to as "Contractor"), unless extended has furnished or has contracted to furnish labor, services and/or materials (hereinafter collectively referred to as the "Work") in connection with the improvement of certain real property known as __________________ located in Theodore, Mobile County, Alabama (hereinafter known as the "Apartment Housing"). Contractor makes the following representations and warranties regarding Work at the Apartment Housing. o Work on said Apartment Housing has been performed and completed in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed the plans and specifications for the Apartment Housing. o Contractor acknowledges that all amounts owed pursuant to the street at any Line Station (providing contract for Work performed for West Mobile County Housing, LTD. is paid in full. o Contractor acknowledges that West Mobile County Housing, LTD. is not in violation with terms and conditions of the employee exercises his seniority contractual documents related to the fullest extent) as a result of any flight activity Apartment Housing. o Contractor warrants that may be transferred from LUS to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate all parties who have supplied Work for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation improvement of the Apartment Housing have been paid in full. o Contractor acknowledges the contract to be paid in full and releases any lien or right to lien against the above Job Protection provisions o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Srproperty. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result The undersigned has personal knowledge of the merger, amongst the accreted groups, the company agrees matters stated herein and is authorized and fully qualified to meet with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear execute this document on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as behalf of the date of ratification of this agreement and shall not apply in circumstances where the Company’s non-compliance is caused in substantial part b y Conditions Beyond the Company’s Control.Contractor. (NAME OF COMPANY) By:______________________________ Title:___________________________ EXHIBIT G TO THE PARTNERSHIP REPORT OF OPERATIONS QUARTER ENDED:____________________________,199X ------------------------------------- ----------------------------------- LOCAL PARTNERSHIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- GENERAL PARTNER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PROPERTY NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ----------------------------------- ------------------------------------- ----------------------------------- RESIDENT MANAGER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ACCOUNTANT: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------ ----------------------------------- MANAGEMENT COMPANY ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CONTACT: ------------------------------------- ----------------------------------- OCCUPANCY INFORMATION

Sincerely,. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President Labor Relations Agree NATIONAL CITY BANK OF KENTUCKY, as Collateral Agent By:________________________________ Title:_____________________________ Address: _________________________ _________________________ _________________________ ACKNOWLEDGEMENT OF RECEIPT [Certificating Custodian] By:_______________________________ Name:_____________________________ Title_____________________________ Date:_____________________________ EXHIBIT 6 TO SECURITY AGREEMENT FORM OF CUSTODIAL AGREEMENT (With Operating Instructions Attached) _______________, 199_ _________________________ _________________________ _________________________ Re: Source One Mortgage Services Corporation Ladies and concurGentlemen: ▇▇The undersigned, National City Bank of Kentucky (the "Collateral Agent") acts in the capacity as Collateral Agent pursuant to: (1) that certain Fourth Amended and Restated Revolving Credit Agreement dated as of July 10, 1998 (as amended from time to time, the "Credit Agreement", and as capitalized terms not otherwise defined herein are used with the same meaning as in the Credit Agreement) by and among SOURCE ONE MORTGAGE SERVICES CORPORATION (the "Company"), the lenders participating therein (collectively, the "Lenders"), and the FIRST NATIONAL BANK OF CHICAGO, as agent for the Lenders (the "Credit Agent"), and (2) that certain Fourth Amended and Restated Security and Collateral Agency Agreement (as amended from time to time, the "Security Agreement") dated concurrently therewith among the Collateral Agent, the Company and the Credit Agent. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three The Collateral Agent represents and confirms that it has the power and authority under the Credit Agreement and the Security Agreement to execute this Custodial Agreement. The Collateral Agent may execute any of its duties hereunder by or through agents or attorneys-in-fact of whose appointment you have been notified in writing. The Collateral Agent hereby appoints you and you hereby accept appointment to act as agent, custodian and bailee for the benefit of the Secured Parties (as defined in the Security Agreement) (in such capacity, the "Approved MBS Custodian"). In such capacity, you agree to accept delivery only on a free basis of certain mortgage-backed securities delivered to you from time to time identified in a letter in the form attached hereto as Exhibit A (all such mortgage-backed securities delivered to you and so identified being referred to herein as "Subject Securities"). This Custodial Agreement governs your rights and responsibilities as Approved MBS Custodian with respect to all Subject Securities. The Collateral Agent hereby directs you, as Approved MBS Custodian, to hold or dispose of Subject Securities deposited with you only in accordance with the instructions of a person described as an "Authorized Collateral Agent Representative" on a schedule from time to time delivered to you by the Collateral Agent (the initial list of such persons being attached hereto as Schedule I) or otherwise as expressly permitted hereunder, including without limitation the Company's right to direct the sale or disposition of the Subject Securities as described in the following paragraph. You are authorized, directed and instructed to act upon all instructions from persons reasonably believed by you to be genuine and authorized. Any instruction given hereunder may, in your discretion, be by telegraph, cable, facsimile or electronic communication which is received by you. All Subject Securities are to be held by you in a custodial account (Account No. __________) maintained with you (the "MBS Custodial Account"). Unless and until you have received written notice to the contrary from the Collateral Agent at the direction of the Required Lenders (which notice may be by facsimile transmission) following an Event of Default, you may from time to time deliver Subject Securities at the direction of the Company, to, but only to, Approved Investors (as listed on a schedule of "Approved Investors" delivered to you from time to time by an Authorized Collateral Agent Representative) against payment of the purchase price therefor. Notwithstanding the preceding sentence, even after your receipt of notice from the Collateral Agent that an Event of Default exists, you may deliver Subject Securities at the direction of the Company, but only to Approved Investors pursuant to then-existing Approved Investor Commitments. The proceeds of the sale or other disposition of all Subject Securities are to be held by you in an account (Account No. __________) maintained with you (the "Custodian Settlement Account") and transferred by the end of each Business Day to Account No. 19-19210 maintained in the Credit Agent's name at The First National Bank of Chicago (the "Settlement Account") as follows: ______________________________ ______________________________ ______________________________ By executing this Custodial Agreement the Company confirms and the Collateral Agent and the Company notify you that the Company has assigned and granted to the Collateral Agent a security interest in and lien upon all now existing and hereafter arising right, title and interest of the Company in the MBS Custodial Account, the Custodian Settlement Account and the Settlement Account and in any and all investments and proceeds at any time held therein. Unless and until you have received written notice from an Authorized Collateral Agent Representative (which notice may be by facsimile transmission) that there has occurred an Event of Default or Default, you may, at your election, elect to make advances against Subject Securities held by you in the MBS Custodial Account pending their sale and delivery to a purchaser thereof, in accordance with a repo line of credit established between you and the Company; provided, however, that: (1) any such repo line of credit shall be on terms and conditions customary for similar lines of credit which you provide to customers, including, without limitation, as to advance rate and interest charge; (2) all advances to the Company under such repo line of credit (each, a "Repo Advance") shall be transferred to the Custodian Settlement Account; and (3) year agreement from DOS you hereby waive any and all rights of offset, counterclaim or other recoupment rights which you may have with respect to any Repo Advance against the MBS Custodial Account, the Custodian Settlement Account and any Subject Securities or proceeds thereof at any time held therein (Date other than the Subject Securities which are the subject of Signingthe Repo Advance). If, but only if and only to the extent there has been transferred to the Custodian Settlement Account the proceeds of a given Repo Advance, the rights of the Collateral Agent in the Subject Securities which are the subject of the Repo Advance are hereby automatically subordinated to your rights therein as collateral security for the repayment of such Repo Advance, and upon receipt of such proceeds in the Settlement Account, such rights of the Collateral Agent shall be automatically released. You shall be under no duty to take or omit to take any action with respect to Subject Securities, except as specifically set forth in this Agreement and the Operating Instructions attached hereto as Exhibit B, unless extended specifically otherwise directed by the Collateral Agent and agreed to by you in accordance writing. In the event that you shall be uncertain as to your duties or rights hereunder, you shall be entitled to refrain from taking any action until you shall be directed otherwise by an order of a court of competent jurisdiction. In case you should agree to our request and on our behalf to appear in, prosecute or defend any legal or equitable proceeding either in your own name or in the name of your nominee, you shall first be indemnified to your satisfaction (other than against your gross negligence and willful misconduct). By accepting delivery of any Subject Security, you shall be deemed to have agreed to hold such Subject Security as Approved MBS Custodian hereunder, free and clear of all liens, claims, interests and rights of offset in your favor or in favor of persons claiming through you, subject only to the rights with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: respect to Repo Advances described above. Until you have been notified in writing (including by telecopier) by an Authorized Collateral Agent Representative of the occurrence of an Event of Default, you are hereby authorized to return Subject Securities to the issuer/transfer agent therefor at the Company's written request in connection with the reissuance thereof in smaller denominations; provided, however, that any delivery of Subject Securities for reissuance shall be covered by a transmittal letter or other written agreement instructing that the reissued securities be returned directly to you. In this connection, we acknowledge familiarity with the current securities industry practice of delivering physical securities against later payment on the delivery date. Notwithstanding our instructions to deliver Subject Securities against payment, you are authorized to make delivery of such physical securities against a temporary receipt (sometimes called a "window ticket") in lieu of payment. You agree to use your best efforts to obtain payment therefor during the same business day, but we confirm our assumption of all risks of payment for such deliveries. You may accept certified checks in payment for Subject Securities delivered on the Company's instruction and you shall not be responsible for the risks of collectability of any such checks. YOU ARE HEREBY IRREVOCABLY INSTRUCTED BY THE COMPANY AND THE COLLATERAL AGENT THAT ALL PROCEEDS RECEIVED FROM THE SALE OR OTHER DISPOSITION OF SUBJECT SECURITIES AND ALL REPO ADVANCES, UNTIL OTHERWISE NOTIFIED IN WRITING BY THE COLLATERAL AGENT, SHALL BE WIRED TO THE SETTLEMENT ACCOUNT AS PROVIDED ABOVE. You will provide to the Collateral Agent on a daily basis at or before 9:30 a.m. (Chicago time) a report of the prior day's activity with respect to the MBS Custodial Account, the Custodian Settlement Account and Repo Advances made by you hereunder. You shall not be liable or accountable for any act or omission of brokers, dealers or agents in connection with this Custodial Agreement. In carrying out your duties hereunder, you may use such methods or agencies as you determine in your sole discretion, including your own facilities. You shall maintain regular business records documenting all instructions transmitted to you through any authorized means and any response by you. You are authorized to electronically record any telephone communications with the Company or the Collateral Agent arising out of this Custodial Agreement. Your records shall be determinative of the form, content and time of all the Company's and Collateral Agent's instructions and any response from you. The record of each instruction and any response thereto shall be retained by you for at least ninety (90) days following the date of the instruction. Any claim against you for failure to properly follow an instruction transmitted by the Company or the Collateral Agent must be made in writing and received by you within sixty (60) days after the date such instruction was received by you. You shall give the Subject Securities that come into your possession under this Custodial Agreement the same physical care and safeguards as are afforded similar property owned by you; provided, however, your responsibility hereunder is limited to losses occasioned directly by the gross negligence or willful misconduct of your employees, to the extent of the market value of the Subject Securities at the date of the discovery of such loss. With respect to any Subject Securities which you deliver for us to a third party, and with respect to such delivery, you shall be deemed no employee more than an "intermediary" as referenced in Section 8-306(3) of the New York Uniform Commercial Code, and the only warranty given by you shall be the warranty provided in said Section 8-306(3). In no event shall you be liable for any indirect, special or consequential loss, even if you have been advised of the possibility of such loss. You may, at your option, make arrangements for insuring yourselves against loss from any cause, but you shall not be under any obligation to insure for our benefit. Except as expressly set forth above with respect to advances made by you in connection with "late deliveries" and Repo Advances, none of the Subject Securities held in the MBS Custodial Account, the funds held at any time in the Custodian Settlement Account, the Subject Securities or any proceeds of the sale or other disposition thereof will be furloughed subject to any right, charge, security interest, lien, encumbrance or claim of any kind in your or your creditors' favor. Any claims for the payment of fees with respect to the street at safe custody or administration of Subject Securities or for compensation, expenses, commitments made by you upon instructions of the Collateral Agent, reimbursement of taxes incurred by you for the account of the Collateral Agent, any Line Station penalties incurred by or levied or assessed against you resulting from the Collateral Agent's improper or incorrect instructions, or other liabilities of the Collateral Agent to you, and for indemnity against any claim or liability to which you are subjected by reason of any registration of Subject Securities shall be enforceable solely against the Company and none of the Collateral Agent, the Credit Agent or any Secured Party shall have any responsibility therefor (providing the employee exercises his seniority except to the fullest extent) extent any of the foregoing are due to the gross negligence or willful misconduct of the Collateral Agent, the Credit Agent or any Secured Party, as applicable). The Collateral Agent and the Company agree to make no claim against you except for any such claims or liabilities arising, or claimed to have arisen, as a result of your gross negligence or willful misconduct. The Operating Instructions attached hereto are hereby made part hereof and any flight activity that may and all capitalized terms defined herein shall have the same meaning when used therein. This Custodial Agreement contains the whole of the understanding between you and the Collateral Agent concerning the subject matter hereof and no provision hereof shall be transferred from LUS modified or altered except in a writing signed by both you and the Collateral Agent. This Custodial Agreement shall be governed by the laws of the State of New York and shall be binding upon the Collateral Agent and upon its successors and assigns and shall inure to LAA  Cross Utilizationyour benefit and your successors and assigns and shall be deemed continuing until terminated by either the Collateral Agent or you upon at least sixty (60) days prior written notice to the other. This letter is made in triplicate and will become an agreement between you and the Collateral Agent upon your acceptance hereof in the space provided below at your offices in the State of New York. NATIONAL CITY BANK OF KENTUCKY, as Collateral Agent By:________________________________ Title:_____________________________ AGREED TO AND ACCEPTED: _________________________, as Approved MBS Custodian By:______________________ Name:____________________ Title:___________________ ACKNOWLEDGEMENT AND AUTHORIZATION The Company may utilize LAA (Legacy American Airlines) employees approves the foregoing Custodial Agreement and authorizes the Approved MBS Custodian to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered by act in accordance with the LUS agreement (including where locations may be separate for the accreted groups)terms thereof. In exchange for the cross utilization provisions contained within this paragraph the The Company agrees to provide additional job protections be bound by the terms of the Custodial Agreement (including all Exhibits thereto) to the same extent as defined below  Job Protection – No displacement: Effective if a party thereto. The Company agrees to indemnify the Approved MBS Custodian for, and hold the Approved MBS Custodian harmless against, any loss, liability or expense in connection with, arising out of or in any way related to the transaction contemplated and relationship established by the Custodial Agreement, or any action or omission by the Approved MBS Custodian in connection with the implementation of Cross Utilization Custodial Agreement, or any agent, broker or dealer employed by classificationthe Approved MBS Custodian hereunder, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation reasonable costs and expenses incurred in defending any such claim of covered employees at liability, except that the OCC, including other associated employees (See below), at the merged carrier will Company shall not be considered liable for (i) any loss, liability or expense that is determined by a violation of the above Job Protection provisions o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Sr. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event judgment of a relocation court of work as a competent jurisdiction that is binding on the Approved MBS Custodian, final and not subject to review on appeal, to be the direct result of the merger, amongst the accreted groups, the company agrees to meet with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear acts or omissions on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as of the date of ratification of this agreement and shall not apply in circumstances where the Company’s non-compliance is caused in substantial part b y Conditions Beyond the Company’s Control.Approved MBS Custodian's par

Sincerely,. EXHIBIT G TO THE PARTNERSHIP AGREEMENT [CONTRACTOR'S CERTIFICATE] [Contractor's Letterhead] _______________, 199____ WNC Housing Tax Credit Fund VI, L.P. Series 6 c/o WNC & Associates, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ Vice President Labor Relations Agree and concur: ▇▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three ▇▇▇▇▇ Re: Summer Wood, Ltd. Dear Ladies and Gentlemen: The undersigned Charter Construction Management Co., Inc., (3) year agreement from DOS (Date of Signinghereinafter referred to as "Contractor"), unless extended has furnished or has contracted to furnish labor, services and/or materials (hereinafter collectively referred to as the "Work") in connection with the improvement of certain real property known as __________________ located in Camden, ▇▇▇▇▇▇ County, Alabama (hereinafter known as the "Project"). Contractor makes the following representations and warranties regarding Work at the Project. o Work on said Project has been performed and completed in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed the plans and specifications for the Project. o Contractor acknowledges that all amounts owed pursuant to the street at any Line Station (providing contract for Work performed for Summer Wood, Ltd. have been paid in full except for normal retainages and amounts in dispute. o Contractor acknowledges that Summer Wood, Ltd. is not in material violation with terms and conditions of the employee exercises his seniority contractual documents related to the fullest extent) as a result of any flight activity Project. o Contractor warrants that may be transferred from LUS to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate all parties who have supplied Work for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation improvement of the Project have been paid in full except for normal retainages and amounts in dispute. o Contractor acknowledges the contract to be paid in full except for normal retainages and amounts in dispute and releases any lien or right to lien against the above Job Protection provisions o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Srproperty. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result The undersigned has personal knowledge of the merger, amongst the accreted groups, the company agrees matters stated herein and is authorized and fully qualified to meet with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear execute this document on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as behalf of the date of ratification of this agreement and shall not apply in circumstances where the Company’s non-compliance is caused in substantial part b y Conditions Beyond the Company’s Control.Contractor. (NAME OF COMPANY) By:_________________________________________ Title:______________________________________ EXHIBIT H TO THE PARTNERSHIP REPORT OF OPERATIONS QUARTER ENDED:____________________________,199X ------------------------------------- ----------------------------------- LOCAL PARTNERSHIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- GENERAL PARTNER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PROPERTY NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ----------------------------------- ------------------------------------- ----------------------------------- RESIDENT MANAGER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ACCOUNTANT: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------ ----------------------------------- MANAGEMENT COMPANY ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CONTACT: ------------------------------------- ----------------------------------- OCCUPANCY INFORMATION

Sincerely,. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President Labor Relations Agree and concurTHE FIRST NATIONAL BANK OF BOSTON, as Collateral Agent By: ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three _______________________________ Name: _____________________________ Title:_____________________________ ACKNOWLEDGMENT OF RECEIPT [Certificating Custodian] By: _______________________________ Name: _____________________________ Title:_____________________________ Date: ATTACHMENT 7-E -------------- TO SECURITY AGREEMENT --------------------- [Collateral Agent Letterhead] BAILEE LETTER ------------- (3Agency Pool Formation During Positive Security Period) year agreement from DOS [Certificating Custodian] Re: Honolulu Mortgage Company, Inc. Shipment of Mortgage Loans for Pool Formation --------------------------------------------- Attached please find those mortgage loans listed separately on the attached schedule (Date of Signingthe "Mortgage Loans"), unless extended which are owned by Honolulu Mortgage Company, Inc. (the "Company") and are being delivered to you, as custodian/trustee (the "Certificating Custodian"), for certification in accordance connection with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOSthe formation of a Mortgage Loan pool supporting the issuance of a mortgage-backed security (the "Mortgage-Backed Security") described as follows: no employee will be furloughed _____________________________________. Please return to the street at any Line Station undersigned within ten (providing the employee exercises his seniority 10) days after receiving such documentation, either (A) evidence of each Montage Loan's initial certification for inclusion in a Mortgage Loan pool or (B) all documentation relating to such Mortgage Loan if such Mortgage Loan is not initially certified. In addition, please immediately return to the fullest extentundersigned all documentation relating thereto to the Collateral Agent if (x) such Mortgage Loan is initially certified but it is subsequently determined that such Mortgage Loan is not suitable for inclusion in a Mortgage Loan pool supporting a Mortgage-Backed-Security prior to the issuance of such Mortgage-Backed Security or (y) no Mortgage-Backed Security supported by a pool including such Mortgage Loan has been issued within forty-five (45) days of your receipt of such documentation. In no event shall any Mortgage Loan be returned or proceeds relating thereto be remitted to the Company. If you are unable to comply with the above instructions, please so advise the undersigned immediately. Sincerely, THE FIRST NATIONAL BANK OF BOSTON, as Collateral Agent By: _______________________________ Name: Title: ACKNOWLEDGE OF RECEIPT [Certificating Custodian] By: _______________________________ Name: Title: Date: ATTACHMENT 7-F -------------- TO SECURITY AGREEMENT --------------------- [Collateral Agent Letterhead] BAILEE LETTER ------------- (Eligible Early Buyout Advance Receivables During Negative Security Period) [Name of Attorney or Title Company] Re: Honolulu Mortgage Company, Inc. Shipment of Mortgage Loans for Foreclosure Proceedings Attached please find those Mortgage Loans listed separately on the attached schedule, which are owned by Honolulu Mortgage Company, Inc. (the "Company") and are being delivered to you, as agent and bailee (the "Bailee"), in connection with a result of any flight activity that may be transferred from LUS to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered request by the LUS agreement Company to the Bailee to commence foreclosure proceedings. The Mortgage Loans constitute a portion of the Collateral under (including where locations may be separate and as the term "Collateral" and capitalized terms not otherwise defined hereunder are defined in) that certain Amended and Restated Security and Collateral Agency Agreement (as amended, supplemented or otherwise modified from time to time, the "Agreement"), dated as of January 31, 1997, by and among the Grantor, The Chase Manhattan Bank, as Administrative Agent, and The First National Bank of Boston, as Collateral Agent. Each of the Mortgage Loans is subject to a security interest in favor of the Collateral Agent for the accreted groups)benefit of the Secured Parties, which security interest shall be automatically released upon the consummation of the foreclosure sale. Upon such sale, the proceeds thereof shall be subject to a lien in favor of the Collateral Agent for the benefit of the Secured Parties. Pending receipt of such proceeds, the aforesaid security interest in each Mortgage Loan will remain in full force and effect, and you shall hold possession thereof and the documentation evidencing such Mortgage Loans in trust and as custodian, agent and bailee for and on behalf of the Secured Parties. Please return to the undersigned within 45 days after receiving such documentation, either (A) evidence of the completion of the foreclosure proceedings in respect of such Mortgage Loan or (B) all documentation relating to such Mortgage Loan if such foreclosure proceedings have not been completed. In exchange for no event shall any Mortgage Loan be returned or proceeds relating thereto be remitted to the cross utilization provisions contained within this paragraph Company. Please segregate and properly identify all such documentation as collateral of the Company agrees Secured Parties that secures the Secured Obligations. If you are unable to provide additional job protections as defined below  Job Protection – No displacement: Effective comply with the implementation of Cross Utilization by classificationabove instructions, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including please so advise the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation of the above Job Protection provisions o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Sr. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result of the merger, amongst the accreted groups, the company agrees to meet with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as of the date of ratification of this agreement and shall not apply in circumstances where the Company’s non-compliance is caused in substantial part b y Conditions Beyond the Company’s Controlundersigned immediately.

Sincerely,. EXHIBIT F TO THE PARTNERSHIP AGREEMENT [CONTRACTOR'S CERTIFICATE] [Contractor's Letterhead] _______________, 200____ WNC Holdings, LLC c/o WNC & Associates, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ Vice President Labor Relations Agree and concur: ▇▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three ▇▇▇▇▇ Re: ▇▇▇▇▇▇▇▇▇ Housing Associates Limited Partnership Dear Ladies and Gentlemen: The undersigned ERC Construction Group, LLC, (3) year agreement from DOS (Date of Signinghereinafter referred to as "Contractor"), unless extended has furnished or has contracted to furnish labor, services and/or materials (hereinafter collectively referred to as the "Work") in connection with the improvement of certain real property known as Chapel Ridge located in McPherson, ▇▇▇▇▇▇▇▇▇ County, Kansas (hereinafter known as the "Apartment Housing"). Contractor makes the following representations and warranties regarding Work at the Apartment Housing. o Work on said Apartment Housing has been performed and completed in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed the plans and specifications for the Apartment Housing. o Contractor acknowledges that all amounts owed pursuant to the street at any Line Station (providing contract for Work performed for ▇▇▇▇▇▇▇▇▇ Housing Associates Limited Partnership is paid in full. o Contractor acknowledges that ▇▇▇▇▇▇▇▇▇ Housing Associates Limited Partnership is not in violation with terms and conditions of the employee exercises his seniority contractual documents related to the fullest extent) as a result of any flight activity Apartment Housing. o Contractor warrants that may be transferred from LUS to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate all parties who have supplied Work for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation improvement of the Apartment Housing have been paid in full. o Contractor acknowledges the contract to be paid in full and releases any lien or right to lien against the above Job Protection provisions o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Srproperty. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result The undersigned has personal knowledge of the merger, amongst the accreted groups, the company agrees matters stated herein and is authorized and fully qualified to meet with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear execute this document on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as behalf of the date of ratification of this agreement Contractor. (NAME OF COMPANY) By:_________________________________________ Title:______________________________________ EXHIBIT G TO THE PARTNERSHIP AGREEMENT DEPRECIATION SCHEDULE Real Property: Use Modified Accelerated Cost Recovery System ("MACRS") 27.5 year straight-line depreciation using the mid month convention or use MACRS Alternative-Depreciation System ("ADS") 40 year straight-line depreciation if required pursuant to the Agreement. Real Property includes buildings and shall building improvements. Personal property: Use 5-year recovery period using mid-year 200% declining balance, if it relates to residential real estate or use MACRS Alternative Depreciation System ("ADS") 12 year straight-line depreciation if required pursuant to the Agreement. Personal property related to commercial space must use a 7-year recovery period using mid year 200% declining balance. The following costs have a 5-year recovery period: o Removable appliances (not apply central climate control system equipment or water heaters) o Draperies, blinds and shades, if they would be reusable if removed o Carpeting, if its removal would not destroy the underlying floor o Vinyl flooring, if its removal would be easy and not destroy the underlying floor o Common area furnishings o Photocopy equipment o Calculators, adding machines o Typewriters o Computers o Wall coverings, if their removal would not destroy the underlying wall o Exit signs o Security systems (not fire protection system, sprinkler system, smoke detectors, or fire escapes) o Outdoor security lighting (not parking lot lighting) o Fire extinguishers o Decorative lighting and sconces (not light fixtures for central lighting) o Outdoor decorative lighting, such as that lighting signs o Telephone systems o Corridor handrails (not bathroom or stairway) o Raised floors to accommodate wirings in circumstances where the Company’s noncomputer rooms The following costs have a 7-compliance is caused in substantial part b y Conditions Beyond the Company’s Control.year recovery period with a mid year 200% declining balance:

Sincerely,. EXHIBIT F [CONTRACTOR'S CERTIFICATE] [Contractor's Letterhead] _______________, 200____ WNC Housing Tax Credit Fund VI Series 12, L.P. c/o WNC & Associates, Inc. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President Labor Relations Agree and concur: ▇▇. ▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three ▇▇▇▇▇ Re: Saltgrass Landing Apartments, Ltd. Dear Ladies and Gentlemen: The undersigned Criscourt Construction, Inc., (3) year agreement from DOS (Date of Signinghereinafter referred to as "Contractor"), unless extended has furnished or through various contractors, sub-contractors or material suppliers has contracted to furnish labor, services and/or materials (hereinafter collectively referred to as the "Work") in connection with the improvement of certain real property known as __________________ located in Rockport, Aransas County, Texas (hereinafter known as the "Apartment Housing"). Any terms not defined herein shall have the meaning ascribed in the Second Amended and Restated Agreement of Limited Partnership of Saltgrass Landing Apartments, Ltd. Contractor makes the following representations, warranties and covenants regarding the Work at the Apartment Housing with full knowledge that the Limited Partner will rely on these representations, warranties and covenants as a condition to making its Capital Contribution payment to Saltgrass Landing Apartments, Ltd. o Work on said Apartment Housing has been performed and completed in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee the Plans and Specifications for the Apartment Housing. o Contractor acknowledges that upon the Partnership's receipt of the Limited Partner's placed in service Capital Contribution payment, all amounts owed to Contractor, sub-contractor or material suppliers to complete the Work will be furloughed to the street at any Line Station (providing the employee exercises his seniority to the fullest extent) as a result of any flight activity that may be transferred from LUS to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation of the above Job Protection provisions o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Sr. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result of the merger, amongst the accreted groups, the company agrees to meet with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as of the date of ratification of this agreement and shall not apply paid in circumstances where the Company’s non-compliance is caused in substantial part b y Conditions Beyond the Company’s Controlfull.

Sincerely,. SELLER: By: --------------------------------------- Name: ------------------------------------- Its: -------------------------------------- 52 EXHIBIT J Form of Vendor Notification Letter _________________, 199 VIA CERTIFIED MAIL - RETURN RECEIPT REQUESTED [Vendor] RE: HAWTHORN VILLAGE COMMONS Gentlemen: This is to advise you that the above referenced property was sold to [Purchaser Entity]. As part of the sale, your contract has been assigned to [Purchaser Entity], and any goods, services or utilities supplied to the property subsequent to the date of this letter shall be for its account. The above referenced property will be managed by [Management Company] and all future invoices and correspondence should be sent to: [Management Company] Any and all notices to Purchaser, should be sent to the above address. SELLER: By: _______________________________________ Its: ______________________________________ 53 EXHIBIT K FIRPTA CERTIFICATION BY ENTITY TRANSFEROR Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform the transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by ENDOWMENT AND FOUNDATION REALTY PARTNERSHIP -- JMB-I, an Illinois limited partnership ("Seller"), the undersigned hereby represents, warrants and certifies the following to INLAND MONTHLY INCOME FUND III, INC., a Maryland corporation ("Transferee"): Seller is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations); and Seller's Federal Employer Identification Number is _______________________. The office address of Seller is: c/o He▇▇▇▇▇ ▇▇▇ital Management Corporation, 180 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President Labor Relations Agree and concur: ▇▇. ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The undersigned understands that this certification may be disclosed to the Internal Revenue Service by Transferee and that any false statement contained herein could be punished by fine, imprisonment or both. Under penalties of perjury, the undersigned individual, executing this document on behalf of Seller, declares that he/she has examined this certification and to the best of his/her knowledge and belief it is true, correct and complete, and further declares that he/she has authority to sign this document on behalf of Seller. Dated: ________________, 1996. ENDOWMENT AND FOUNDATION REALTY PARTNERSHIP - JMB I, an Illinois limited partnership By: JMB Institutional Realty Corporation, an Illinois corporation, Corporate General Partner By: Heitman Capital Management Corporation, an Illinois corporation, Investment Advisor By: --------------------------------------- Title: ------------------------------------ 54 EXHIBIT L Copy of Letter of Title Objections 55 [LETTERHEAD] INLAND The Inland Group, Inc 2901 ▇▇▇▇▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three (3) year agreement from DOS (Date of Signing)▇▇▇▇ ▇▇▇ Brook, unless extended in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed to the street at any Line Station (providing the employee exercises his seniority to the fullest extent) as a result of any flight activity that may be transferred from LUS to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM Illinois 60521 708-▇▇▇ ▇▇▇▇ July 19, 1996 Endowment and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform nonFoundation Realty Partnership-base work covered by the LUS agreement (including where locations may be separate for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classificationJMB-I c/o He▇▇▇▇▇ ▇▇▇ital Management Corporation 180 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, no employee within that classification▇▇▇▇▇ #▇▇▇▇ ▇▇▇▇▇▇▇, will be involuntarily displaced from their current location (Non▇▇▇▇▇▇▇▇ ▇▇▇▇▇-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation of the above Job Protection provisions o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Sr. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result of the merger, amongst the accreted groups, the company agrees to meet with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as of the date of ratification of this agreement and shall not apply in circumstances where the Company’s non-compliance is caused in substantial part b y Conditions Beyond the Company’s Control.▇▇▇▇

Sincerely,. PACKETEER, INC. By: ------------------------------- Name: ----------------------------- Title: ---------------------------- Date: ----------------------------- BANK USE ONLY RECEIVED BY: ---------------------- DATE: ----------------------------- REVIEWED BY: ---------------------- 29 EXHIBIT D COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK 3003 ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Vice President Labor Relations Agree and concur: ▇▇. ▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three OM: PACKETEER, INC. The undersigned authorized officer of PACKETEER, INC. (3"Borrower") year agreement from DOS certifies that under the terms and conditions of the Export-Import Bank Loan and Security Agreement between Borrower and Bank (Date of Signingthe "Agreement"), unless extended (i) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below and (ii) all representations and warranties in the Agreement are true and correct in all material respects on this date. Attached are the required documents supporting the certification. The Responsible Officer certifies that these are prepared in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the street next except as explained in an accompanying letter or footnotes. The Responsible Officer acknowledges that no borrowings may be requested at any Line Station time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered. PLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES" COLUMN. REPORTING COVENANT REQUIRED COMPLIES ------------------ -------- -------- Monthly financial statements Monthly within 30 days Yes No +Comp. Cert Annual (providing the employee exercises his seniority Audited) FYE within 120 days Yes No A/R & A/P Agings + BBC Monthly within 20 days Yes No Inventory Schedules Monthly within 20 days Yes No FINANCIAL COVENANT REQUIRED ACTUAL COMPLIES ------------------ -------- ------ -------- Maintain on a Monthly Basis: Minimum Adjusted Quick Ratio 1.35 : 1.00 ______: 1.00 Yes No Max. losses Quarterly $_________ Yes No Losses not to the fullest extent) as a result of any flight activity that may be transferred from LUS to LAA  Cross Utilizationexceed: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate $3,200,000 for the accreted groups). In exchange quarter Yes No ending 12/31/98; $2,200,000 for the cross utilization provisions contained within this paragraph quarter ending 3/31/99; $1,600,000 for the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with quarter ending 6/30/99; and $600,000 for the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation of the above Job Protection provisions o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Sr. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result of the merger, amongst the accreted groups, the company agrees to meet with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as of the date of ratification of this agreement and shall not apply in circumstances where the Company’s non-compliance is caused in substantial part b y Conditions Beyond the Company’s Control.quarter ending 9/30/99

Sincerely,. Exhibit E EXHIBIT F CONTRACTOR'S CERTIFICATE [Contractor's Letterhead] _______________, 200_ WNC Holding, LLC c/o WNC & Associates, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ Vice President Labor Relations Agree and concur: ▇▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three Re: Oakview Terrace Townhomes Limited Partnership Ladies and Gentlemen: The undersigned TDJ Construction, Inc. (3) year agreement from DOS (Date of Signinghereinafter referred to as "Contractor"), unless extended has furnished or has contracted to furnish labor, services and/or materials (hereinafter collectively referred to as the "Work") in connection with the improvement of certain real property known as Oakview Terrace Townhomes located in North Branch, Chisago County, Minnesota (hereinafter known as the "Apartment Housing"). Contractor makes the following representations and warranties regarding Work at the Apartment Housing: o Work on said Apartment Housing has been performed and completed in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee the plans and specifications for the Apartment Housing. o Contractor acknowledges that upon the Partnership's receipt of the Limited Partner's completion of construction Capital Contribution payment all amounts owed to contractor pursuant to the contract for Work performed for Oakview Terrace Townhomes Limited Partnership will be furloughed paid in full. If not paid in full, then Contractor will defer any amounts owed to it until receipt of the next Capital Contribution payment. o Contractor acknowledges Oakview Terrace Townhomes Limited Partnership is not in violation with terms and conditions of the contractual documents related to the street at any Line Station (providing the employee exercises his seniority to the fullest extent) as a result of any flight activity Apartment Housing. o Contractor warrants that may be transferred from LUS to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic and related employees and at any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate all other parties who have supplied Work for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation improvement of the Apartment Housing have been paid in full. o Contractor acknowledges that the contract has been paid in full and releases any lien or right to lien against the above Job Protection provisions o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Srproperty. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result The undersigned has personal knowledge of the merger, amongst the accreted groups, the company agrees matters stated herein and is authorized and fully qualified to meet with the IAM to discuss a relocation package for affected employees.   The job protections described above will apply only to those employees whose names appear execute this document on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as behalf of the date of ratification of this agreement Contractor. TDJ Construction, Inc. By:______________________________ Name: ___________________ Title: ___________________ Exhibit F EXHIBIT G DEPRECIATION SCHEDULE Real Property: Use Modified Accelerated Cost Recovery System ("MACRS") 27.5 year straight-line depreciation using the mid-month. Real property includes buildings and shall not apply in circumstances where the Company’s non-compliance is caused in substantial part b y Conditions Beyond the Company’s Controlbuilding improvements.

Sincerely,. EXHIBIT F TO THE PARTNERSHIP AGREEMENT [CONTRACTOR'S CERTIFICATE] [Contractor's Letterhead] _______________, 200____ [[WNCs_Partnership_Name]] c/o WNC & Associates, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ Vice President Labor Relations Agree and concur: ▇▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ President & Directing General Chairman IAMAW District 142 Three ▇▇▇▇▇ Re:[[PshipPartnership]] Dear Ladies and Gentlemen: The undersigned [[General_Contractor_Company_Name]], (3) year agreement from DOS (Date of Signinghereinafter referred to as "Contractor"), unless extended has furnished or has contracted to furnish labor, services and/or materials (hereinafter collectively referred to as the "Work") in connection with the improvement of certain real property known as __________________ located in [[Apart_City]], [[Apart_County]] County, [[Apart_State]] (hereinafter known as the "Apartment Housing"). Contractor makes the following representations and warranties regarding Work at the Apartment Housing. o Work on said Apartment Housing has been performed and completed in accordance with Article 18 – Wage Rates  Job Protection – No furlough protection effective DOS: no employee will be furloughed the plans and specifications for the Apartment Housing. o Contractor acknowledges that all amounts owed pursuant to the street at any Line Station (providing contract for Work performed for [[PshipPartnership]] is paid in full. o Contractor acknowledges that [[PshipPartnership]] is not in violation with terms and conditions of the employee exercises his seniority contractual documents related to the fullest extentApartment Housing. o Contractor warrants that all parties who have supplied Work for improvement of the Apartment Housing have been paid in full. o Contractor acknowledges the contract to be paid in full and releases any lien or right to lien against the above property. The undersigned has personal knowledge of the matters stated herein and is authorized and fully qualified to execute this document on behalf of the Contractor. (NAME OF COMPANY) By:_________________________________________ Title:________________________________________ EXHIBIT G TO THE PARTNERSHIP AGREEMENT DEPRECIATION SCHEDULE Real Property: Use Modified Accelerated Cost Recovery System ("MACRS") 27.5 year straight-line depreciation using the mid month convention or use MACRS AlternativeDepreciation System ("ADS") 40 year straight-line depreciation if required pursuant to the Agreement. Real Property includes buildings and building improvements. Personal property: Use 5-year recovery period using mid-year 200% declining balance, if it relates to residential real estate or use MACRS Alternative Depreciation System ("ADS") 12 year straight-line depreciation if required pursuant to the Agreement. Personal property related to commercial space must use a 7-year recovery period using mid year 200% declining balance. The following costs have a 5-year recovery period: o Removable appliances (not central climate control system equipment or water heaters) o Draperies, blinds and shades, if they would be reusable if removed o Carpeting, if its removal would not destroy the underlying floor o Vinyl flooring, if its removal would be easy and not destroy the underlying floor o Common area furnishings o Photocopy equipment o Calculators, adding machines o Typewriters o Computers o Wall coverings, if their removal would not destroy the underlying wall o Exit signs o Security systems (not fire protection system, sprinkler system, smoke detectors, or fire escapes) o Outdoor security lighting (not parking lot lighting) o Fire extinguishers o Decorative lighting and sconces (not light fixtures for central lighting) o Outdoor decorative lighting, such as that lighting signs o Telephone systems o Corridor handrails (not bathroom or stairway) o Raised floors to accommodate wirings in computer rooms The following costs have a result 7-year recovery period with a mid year 200% declining balance: o Office furnishings o Cabinets and shelving o Bulletin boards o Conference or meeting room movable partitions A percentage of any flight activity that may the development fee is also allowed in personal property. The percentage is calculated by taking the ratio of personal property cost, excluding development fee, to total development costs and multiplying the development fee by the calculated ratio. Land improvements Cost Recovery - Use 15-year recovery period using mid-year 150% declining balance or use MACRS Alternative Depreciation System ("ADS") 20 year straight-line depreciation if required pursuant to the Agreement. The following costs have a 15-year recovery period. Items allowed in this section are costs attributable to excavation, grading, and removing soil necessary to the proper setting of buildings. Other costs allowable in this section are as follows: o Roads and sidewalks o Concrete work (curb and gutter) o Fencing o Landscaping (including, but not limited to, trees and shrubs) around the building which would be transferred from LUS destroyed if the building were replaced o Decorative walls which are part of the landscaping o Parking lot (resurfacing it later is deducted as an expense) o Initial parking lot striping (restriping it later is deducted as an expense) o Street lights and signs o Signs which identify the property or provide directions o Parking lot lighting (not outdoor security lighting) o Playground equipment o Basketball court and backboard o Tennis courts o Swimming pools o Jogging trails o Flag pole o Wastewater treatment plant and lift station to LAA  Cross Utilization: The Company may utilize LAA (Legacy American Airlines) employees to perform LUS (Legacy US Airways) maintenance work at any location (excluding base) where IAM and TWU represent aircraft mechanic handle raw sewage o Interest expense capitalized and related employees and at to any location where LAA employees perform non-base work covered by the LUS agreement (including where locations may be separate for the accreted groups). In exchange for the cross utilization provisions contained within this paragraph the Company agrees to provide additional job protections as defined below  Job Protection – No displacement: Effective with the implementation of Cross Utilization by classification, no employee within that classification, will be involuntarily displaced from their current location (Non-Base) at any common location and including the accreted groups.  The relocation of covered employees at the OCC, including other associated employees (See below), at the merged carrier will not be considered a violation of the above Job Protection provisions costs o Associated employees may include:  QA Auditors – PHX, PIT and CLT  Material Controllers – PIT  Sr. Planners – PHX, PIT and CLT  Material Planners - PHX, PIT and CLT  Maintenance Planners – CLT and PIT  Sr. Tech Doc Specialists – PHX and PIT  Tech Doc Specialists - PHX, PIT and CLT  Maintenance Control Technicians – PIT In the event of a relocation of work as a result The prorata portion of the mergergeneral contractor/construction company profit, amongst the accreted groupsoverhead, the company agrees and general requirements and conditions allocable to meet items with the IAM to discuss a relocation package for affected employees.   15-year cost recovery period o The job protections described above will apply only to those employees whose names appear on the Mechanic and Related System Seniority List (including Stores, Accreted groups) as prorata portion of the date developer fee, profit and overhead allocable to items with a 15-year cost recovery period Recovery of ratification costs of this agreement sanitary sewer system and shall not apply in circumstances where water utility/distribution system, including the Company’s nonsewer system outside the buildings - the following costs have a 20-compliance is caused in substantial part b y Conditions Beyond the Company’s Control.year recovery period - 150% declining balance mid-year convention. o Fire hydrants o Manhole rings and covers o Watermeter o Gate valves o Flushing hydrants o Cast iron fittings o Valve boxes o Air release valves o Tapping sleeves o PVC water pipe (outside) o PVC sewer pipe (outside) o PVC sewer fittings EXHIBIT H TO THE PARTNERSHIP AGREEMENT REPORT OF OPERATIONS QUARTER ENDED: ____________________, 200__ ------------------------------------- ----------------------------------- LOCAL PARTNERSHIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- GENERAL PARTNER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PROPERTY NAME: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ----------------------------------- ------------------------------------- ----------------------------------- RESIDENT MANAGER: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ACCOUNTANT: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- FIRM: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------ ----------------------------------- MANAGEMENT COMPANY ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ADDRESS: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CITY, STATE, ZIP: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- PHONE: ------------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- CONTACT: ------------------------------------- ----------------------------------- -------------------------------------------------------------------------------