Ankeny Housing Associates Two Limited Partnership Amended and Restated Agreement and Certificate of Limited Partnership

Limited Partnership Agreement

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Ankeny Housing Associates Two Limited Partnership | Annual Partnership Management | Investment Limited | Non-Cumulative Asset Management

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Title: Ankeny Housing Associates Two Limited Partnership Amended and Restated Agreement and Certificate of Limited Partnership
Date: 12/5/2007

Excerpt from:

Ankeny Housing Associates Two Limited Partnership
Amended and Restated
Agreement and Certificate of Limited Partnership

Dated as pf August 1, 1994

First, to the payment of the Cumulative Asset Management Fee for such year and for any previous year(s) as to which the Cumulative Asset Management Fee shall not yet have been paid in full;

Second, for each of 15 years commencing with 1995, to the payment of a portion of the Deferred Development Fee which will bring the total of all previous Deferred Development Fee payments up to an amount equal to the product of $30,759 multiplied by the number of years from and including 1995 through the year in question;

Third, to the payment of the Non-Cumulative Asset Management Fee attributable to such year;

Fourth, to the payment of the remaining Deferred Development Fee;

Fifth, to the payment of the Annual Partnership Management Fee attributable to such year;

Sixth, to the repayment of any Subordinated Loans;

Seventh, the balance thereof, if any, shall be distributed annually, within seventy-five (75) days after the end of the fiscal year, 50% to the Investment Limited Partner and 50% to the General Partners.

(b) Distributions of other than Cash Flow

Prior to dissolution, if the General Partners shall determine from time to time that cash is available for distribution from a Capital Transaction, such cash shall be applied or distributed as follows:

First, to the payment of all matured debts and liabilities of the Partnership (including, but not limited to, all expenses of the Partnership incident to the Capital Transaction), excluding (i) debts and liabilities of the Partnership to Partners or their Affiliates and (ii) all unpaid fees owing to the General Partners or their Affiliates; and to the establishment of any reserves which the General Partners and the Auditors, shall deem reasonably necessary for contingent, unmatured or unforeseen liabilities or obligations of the Partnership;

Second, to the payment of the Asset Management Fee for such year and for any previous year as to which the Cumulative Asset Management Fee has not been paid in full;

Third, to the payment to the Investment Limited Partner of the full amount (including interest) of any Credit Recovery Loans;

Fourth, to the repayment of any Subordinated Loans;

Fifth, to the repayment of any then-unpaid debts and liabilities owed to Partners or Affiliates thereof by the Partnership for Partnership obligations (exclusive of Credit Recovery Loans and Subordinated Loans) to any of them, in

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the following order of priority: (i) accrued and unpaid Construction and Development Fee and (ii) any other obligations to the Partners or their Affiliates:

Sixth, to the payment to each Limited Partner of an amount equal to its Invested Amount, in each case minus any prior distributions made to such Partner under this Clause Sixth, but never an amount less than zero;

Seventh, to the repayment to the General Partners of their paid-in Capital Contributions minus any prior distributions made to them under this Clause Seventh and under Section 10.2(c), but never an amount less than zero; and

Eighth, any balance 49.999% to the Investment Limited Partner, .001% to the Special Limited Partner and 50% to the General Partners.

10.3 Distributions Upon Dissolution

(a) Upon dissolution and termination, after payment of, or adequate provision for, the debts and obligations of the Partnership, the remaining assets of the Partnership shall be distributed to the Partners in accordance with the positive balances in their Capital Accounts after taking into account all Capital Account adjustments for the Partnership taxable year, including adjustments to Capital Accounts pursuant to Sections 10.1(b) and 10.3(b). In the event that a General Partner or Additional Limited Partner has a negative balance in its Capital Account following the liquidation of the Partnership or such Partner’s Interest, after taking into account all Capital Account adjustments for the Partnership taxable year in which such liquidation occurs, such Partner shall pay to the Partnership in cash an amount equal to the negative balance in such Partner’s Capital Account. Such payment shall be made by the end of such taxable year (or, if later, within ninety (90) days after the date of such liquidation) and shall, upon liquidation of the Partnership, be paid to recourse creditors of the Partnership or distributed to other Partners in accordance with the positive balances in their Capital Accounts.

(b) With respect to assets distributed in kind to the Partners in liquidation or otherwise, (i) any unrealized appreciation or unrealized depreciation in the values of such assets shall be deemed to be profits and losses realized by the Partnership immediately prior to the liquidation or other distribution event; and (ii) such profits and losses shall be allocated to the Partners in accordance with Section 10.1(b), and any property so distributed shall be treated as a distribution of an amount in cash equal to the excess of such fair market value over the outstanding principal balance of and accrued interest on any debt by which the property is encumbered. For the purposes of this Section 10.3(b), “unrealized appreciation” or “unrealized depreciation” shall mean the difference between the fair market value of such assets, taking into account the fair market value of the associated financing (but subject to Section 7701(g) of the Code), and the Partnership’s adjusted basis for such assets as determined under Regulation Section 1.704-1(b). This Section 10.3(b) is merely intended to provide a rule for allocating unrealized gains and losses upon liquidation or other distribution event, and nothing contained

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Excerpt from:

Carrollton Villa L.P.
Amended and Restated
Agreement of Limited Partnership

Dated as of June 1, 1994

10.2 Cash Distributions Prior to Dissolution

(a) Cash Flow

Subject to Lender approval (if required), Cash Flow for each fiscal year or portion thereof of the Partnership shall be applied as follows:

First, to the payment of the Asset Management Fee for such year and for any previous year(s) for which it has not been paid in full;

Second, to the repayment of any Subordinated Loans;

Third, in an amount not to exceed $5,000 to the payment of any accrued and unpaid interest on the Construction and Development Fee;

Fourth, in an amount not to exceed the difference between (i) $5,000 and (ii) the amount of Cash Flow for such year applied under Clause Third above, to the payment of the Annual Partnership Management Fee attributable to such year;

Fifth, to the extent in any previous years the General Partners have received less than $5,000 under Clauses Third and Fourth above combined and such deficiency has not previously been paid, then the amount of any such deficiency shall be paid under this Clause Fifth; and

Sixth, the balance thereof, if any, shall be distributed annually, within 75 days after the end of the fiscal year, 30% to the Investment Limited Partner and 70% to the General Partners; provided , however , that during such time as MHDC regulations are applicable to the Apartment Complex, the total amount of Cash Flow which may be so distributed to the Partners in respect to any fiscal year shall not exceed such amounts as MHDC regulations permit to be distributed.

(b) Distributions of other than Cash Flow

First, to the payment of all matured debts and liabilities of the Partnership (including, but not limited to, all expenses of the Partnership incident to the Capital Transaction and costs, fees, and commissions incident to the sale of the Apartment Complex), excluding (i) debts and liabilities of the Partnership to Partners or their Affiliates and (ii) all unpaid fees owing to the General Partners or their Affiliates and; to the establishment of any reserves which the General Partners and the Accountants shall deem reasonably necessary for contingent, unmatured or unforeseen liabilities or obligations of the Partnership;

Second, to the payment to the Investment Limited Partner of the full amount (including interest) of any Credit Recovery Loans;

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Third, to the payment of any accrued and unpaid Asset Management Fee;

Fourth, to the payment of any accrued and unpaid Partnership Management Fee;

Fifth, to the repayment of any Subordinated Loans;

Sixth, to the payment to the General Partners of any accrued and unpaid interest on the Construction and Development Fee;

Seventh, in the event of the sale of the Apartment Complex, to the payment of the Sales Preparation Fee; and

Eighth, any balance 29.99% to the Investment Limited Partner, .01% to the Special Limited Partner, 69.99% to the General Partners and .01% to the Missouri Limited Partner.

10.3 Distributions Upon Dissolution

(a) Upon dissolution and termination, after payment of, or adequate provision for, the debts and obligations of the Partnership, the remaining assets of the Partnership shall be distributed to the Partners in accordance with the positive balances in their Capital Accounts after taking into account all Capital Account adjustments for the Partnership taxable year, including adjustments to Capital Accounts pursuant to Sections 10.1(b) and 10.3(b). In the event that a General Partner or the Additional Limited Partner has a negative balance in its Capital Account following the liquidation of the Partnership or such Partner’s Interest, after taking into account all Capital Account adjustments for the Partnership taxable year in which such liquidation occurs, such Partner shall pay to the Partnership in cash an amount equal to the negative balance in such Partner’s Capital Account. Such payment shall be made by the end of such taxable year (or, if later, within 90 days after the date of such liquidation) and shall, upon liquidation of the Partnership, be paid to recourse creditors of the Partnership or distributed to other Partners in accordance with the positive balances in their Capital Accounts.

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Excerpt from:

Clarke School Limited Partnership
Amended and Restated
Agreement of Limited Partnership

Dated as of November 15, 1994

10.2 Cash Distributions Prior to Dissolution

(a) Cash Flow

Subject to Lender approval (if required) and to any required payment on the Mortgage Loans, Cash Flow for each fiscal year or portion thereof of the Partnership shall be applied as follows:

First, to the payment of $3,500 of the Asset Management Fee for such year;

Second, to the payment of $3,500 of the Annual Partnership Management Fee for such year;

Third, on a pari passu basis, to the balance of the Asset Management Fee and the Annual Partnership Management for such year;

Fourth, to the repayment of any Subordinated Loans;

Fifth, to the payment of any then unpaid portion of the Construction and Development Fee and any accrued and unpaid interest thereon;

Sixth, on a pari passu basis, to the payment of any unpaid balances of the Asset Management Fee and the Partnership Management Fee for prior years;

Seventh, to the payment of the Incentive Management Fee of $5,000; and

Eighth, the balance thereof, if any, shall be distributed annually, within seventy-five (75) days after the end of the fiscal year, 50% to the Investment Limited Partners and 50% to the General Partners.

(b) Distributions of other than Cash Flow

First, to the payment of all matured debts and liabilities of the Partnership (including, but not limited to, all expenses of the Partnership incident to the Capital Transaction), excluding (i) debts and liabilities of the Partnership to Partners or their Affiliates and (ii) all unpaid fees owing to the General Partners or their Affiliates; and to the establishment of any reserves which the General Partners and the Auditors shall deem reasonably necessary for contingent, unmatured or unforeseen liabilities or obligations of the Partnership;

Second, on a pari passu basis, to the payment of the Asset Management Fee and the Annual Partnership Management Fee for the year in which the Capital Transaction has occurred and then for any previous years;

Third, to the payment to the Investment Limited Partners of the full amount (including interest) of any Credit Recovery Loans;

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Fourth, to the repayment of any Subordinated Loans;

Fifth, to the repayment of any then-unpaid debts and liabilities owed to Partners or Affiliates thereof by the Partnership for Partnership obligations to any of them, including, but not limited to, the Construction and Development Fee and any accrued and unpaid interest thereon and the Incentive Management Fee for the fiscal year of the Capital Transaction; provided, however, that any debts or obligations to be repaid to any Limited Partner or Affiliate thereof pursuant to this Clause Fifth shall be repaid prior to the repayment of any such debts or obligations to any General Partner or Affiliate thereof;

Sixth, to the payment to each Limited Partner of an amount equal to its Invested Amount, in each case minus any prior distribution made to such Partner under this Clause Sixth, but never in an amount less than zero;

Seventh, to the repayment to the General Partners of their paid-in Capital Contributions minus any prior distributions made to them under this Clause Seventh, but never an amount less than zero; and

Eighth, any balance 49.999% to the Investment Limited Partners, .001% to the Special Limited Partner and 50% to the General Partners.

(c) All cash distributions to be made to the Investment Limited Partners as a class shall be made 65% to BCTC III (Series 18) and 35% to BCTC III (Series 19).

10.3 Distributions Upon Dissolution

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Excerpt from:

Community Dynamics — Fort Worth, LTD.
First Amended and Restated
Agreement of Limited Partnership

Dated as of February 4, 1994

Fourth , to the payment of the Partnership Management Fee;

Fifth , to the distribution to the General Partner of an amount equal to its Invested Amount minus any prior distributions made under Section 4.2(d), or this Section 10.2(a), Clause Fifth ;

Sixth , the balance thereof, if any, shall be distributed annually, seventy-five (75) days after the end of the Fiscal Year, 35 % to the Investment Limited Partner and 65 % to the General Partner.

(b) Distributions of Capital Proceeds

Prior to dissolution and subject to the provisions of Section 4.2(c), if Capital Proceeds are available for distribution from a Capital Transaction, such Capital Proceeds shall be applied or distributed as follows:

First , to the payment of all matured debts and liabilities of the Partnership (including, but not limited to, all expenses of the Partnership incident to such Capital Transaction, including the Incentive Financing Fee), excluding (i) debts and liabilities of the Partnership to Partners or their Affiliates and (ii) all unpaid fees owing to the General Partner or its Affiliates; and to the establishment of any reserves which the General Partner and the Auditors shall deem reasonably necessary for contingent, unmatured or unforeseen liabilities or obligations of the Partnership;

Second , to the payment of any accrued and unpaid Asset Management Fees;

Third , to the payment to the Investment Limited Partner of the full amount (including interest) of any Credit Recovery Loans;

Fourth , to the repayment of any Subordinated Loans, with any such payments to be applied first to accrued but unpaid interest and then to principal;

Fifth , to the repayment to the General Partner of its Invested Amount minus any prior distributions made to it under Section 4.2(c) or Clause Fifth of this Section 10.2(b), but never an amount less than zero;

Sixth , to the repayment of any remaining unpaid debts and liabilities owed to Partners or Affiliates thereof by the Partnership for Partnership obligations (exclusive of Credit Recovery Loans and Subordinated Loans) to any of them, including, but not limited to, accrued and unpaid amounts due in respect of any and all fees due and payable to the General Partner as set forth in Section 6.12; provided, however, that any debts or obligations to be repaid to any Limited Partner or Affiliate thereof pursuant to this Clause Sixth shall be repaid prior to

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the repayment of any such debts or obligations to any General Partner or Affiliate thereof;

Seventh , to the payment to each Limited Partner of an amount equal to its Invested Amount, in each case minus any prior distributions made to such Partner under this Clause Seventh , but never an amount less than zero;

Eighth , to the distribution to the Investment Limited Partner of an amount equal to any Excess Financing Proceeds; and

Ninth , subject to the provisions of Section 10.3(a), any balance 34.999% to the Investment Limited Partner, .001 % to the Special Limited Partner and 65% to the General Partner.

10.3 Distributions Upon Dissolution

(b) With respect to assets distributed in kind to the Partners in liquidation or otherwise, (i) any unrealized appreciation or unrealized depreciation in the values of such assets shall be deemed to be Profits and Losses realized by the Partnership immediately prior to the liquidation or other distribution event; and (ii) such Profits and Losses shall be allocated to the Partners in accordance with the provisions of Section 10.1(b), and any property so distributed shall be treated as a distribution of an amount in cash equal to the excess of such fair market value over the outstanding principal balance of and accrued interest on any debt by which the property is encumbered. For the purposes of this Section 10.3(b), the terms “unrealized appreciation” or “unrealized depreciation” shall mean the difference between the fair market value of such assets, taking into account the fair market value of the associated financing (but subject to the provisions of Section 7701(g) of the Code), and the Partnership’s adjusted basis for such assets as determined under the applicable provisions of the Allocation Regulations. This Section 10.3(b) is merely intended to provide a rule for allocating unrealized gains and losses upon liquidation or other distribution event, and nothing contained in this Section 10.3(b) or elsewhere herein is intended to treat or cause such distributions to be treated as sales for

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Excerpt from:

Community Dynamics — Plano
First Amended and Restated
Agreement of Limited Partnership

Dated as of February 9, 1994

(b) Distributions of Capital Proceeds

Prior to dissolution and subject to the provisions of Section 4.2(b), if Capital Proceeds are available for distribution from a Capital Transaction, such Capital Proceeds shall be applied or distributed as follows:

Second , to the payment of any accrued and unpaid Asset Management Fees;

Third , to the payment to the Investment Limited Partner of the full amount (including interest) of any Credit Recovery Loans;

Fourth , to the repayment of any Subordinated Loans, with any such payments to be applied first to accrued but unpaid interest and then to principal;

Fifth , to the repayment to the General Partner of its Invested Amount minus any prior distributions made to it under Section 4.2(b) or Clause Fifth of this Section 10.2(b), but never an amount less than zero;

Eighth , to the distribution to the Investment Limited Partner of an amount equal to any Excess Financing Proceeds; and

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Ninth , subject to the provisions of Section 10.3(a), any balance 34.999% to the Investment Limited Partner, .001 % to the Special Limited Partner and 65% to the General Partner.

10.3 Distributions Upon Dissolution

(b) With respect to assets distributed in kind to the Partners in liquidation or otherwise, (i) any unrealized appreciation or unrealized depreciation in the values of such assets shall be deemed to be Profits and Losses realized by the Partnership immediately prior to the liquidation or other distribution event; and (ii) such Profits and Losses shall be allocated to the Partners in accordance with the provisions of Section 10.1(b), and any property so distributed shall be treated as a distribution of an amount in cash equal to the excess of such fair market value over the outstanding principal balance of and accrued interest on any debt by which the property is encumbered. For the purposes of this Section 10.3(b), the terms “unrealized appreciation” or “unrealized depreciation” shall mean the difference between the fair market value of such assets, taking into account the fair market value of the associated financing (but subject to the provisions of Section 7701(g) of the Code), and the Partnership’s adjusted basis for such assets as determined under the applicable provisions of the Allocation Regulations. This Section 10.3(b) is merely intended to provide a rule for allocating unrealized gains and losses upon liquidation or other distribution event, and nothing contained in this Section 10.3(b) or elsewhere herein is intended to treat or cause such distributions to be treated as sales for value. The fair market of such assets shall be determined by an appraiser to be selected by the General Partner with the Consent of the Special Limited Partner.

10.4 Special Provisions

(a) Except as otherwise provided in this Agreement, all Profits, tax-exempt income, Losses, non-deductible non-capitalizable expenditures. Tax Credits and cash distributions shared by a class of Partners shall be shared by each Partner in such class in the ratio of such Partner’s paid-in Capital Contribution to the paid-in Class Contribution of the class of Partners of which such Partner is a member.

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Excerpt from:

FOREST ASSOCIATES LIMITED PARTNERSHIP
THIRD AMENDMENT AND RESTATED
CERTIFICATE AND LIMITED PARTNERSHIP AGREEMENT

Dated as of March 1, 1994

Third, to the payment of the Annual Partnership Management Fee attributable to such year; and

Fifth, the balance thereof, if any, shall be distributed annually, within seventy-five (75) days after the end of the fiscal year, 20% to Ohio Properties, 75% to BCTC and 5% to the General Partners; provided , however , that during such time as FmHA regulations are applicable to the Apartment Complex, the total amount of Cash Flow which may be so distributed to the Partners in respect to any fiscal year shall not exceed such amount as FmHA regulations permit to be distributed.

(b) Distributions of other than Cash Flow

First, to the payment of all matured debts and liabilities of the Partnership (including, but not limited to, all expenses of the Partnership incident to the Capital Transaction), excluding (i) debts and liabilities of the Partnership to Partners or their Affiliates and (ii) all unpaid fees owing to the General Partners or their Affiliates; and to the establishment of any reserves which the General Partners and the Auditors shall deem reasonably necessary for contingent, unmatured or unforeseen liabilities or obligations of the Partnership;

Second, if such Capital Transaction constitutes a refinancing of the Permanent Mortgage, to the General Partners in an aggregate amount equal to 5% of the proceeds remaining after the payment of the items set forth in Clause First of this Section 10.2(b);

Third, to the payment of any accrued and unpaid Asset Management Fees;

Fourth, to the payment to the Investment Limited Partners of the full amount (including interest) of any Credit Recovery Loans;

Fifth, to the payment to each Limited Partner of an amount equal to its Invested Amount, in each case minus any prior distributions made to such Partner under this Clause Fifth, but never an amount less than zero;

Sixth, to the repayment of any then unpaid debts and liabilities owed to Partners or Affiliates thereof by the Partnership for Partnership obligations (exclusive of Credit Recovery Loans and Subordinated Loans) to any of them, including, but not limited to, the Annual Partnership Management Fee for the fiscal year of the Capital Transaction; provided, however, that any debts or obligations to be repaid to any Limited Partner or Affiliate thereof pursuant to this Clause Sixth shall be repaid prior to the repayment of any such debts or obligations to any General Partner or Affiliate thereof;

Seventh, to the repayment of any Subordinated Loans;

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Eighth, to the repayment to the General Partners of their paid-in capital Contributions minus any prior distributions made to them under this Clause Eighth, but never an amount less than zero; and

Ninth, any balance 51% to Ohio Properties, 43.999% to BCTC, .001% to the Special Limited Partner and 5% to the General Partners.

Notwithstanding the foregoing, however, for the purpose of determining the amounts to be distributed under Clauses Eighth and Ninth for a particular Capital Transaction, any distribution to the General Partners under Clause Second for such Capital Transaction shall be credited against and reduce any distributions which would otherwise be made to the General Partners under Clauses Eighth and Ninth (with such credit operating first against Clause Eighth distributions and then against Clause Ninth distributions), and the amount not distributed to the General Partners under Clauses Eighth and Ninth as a result thereof shall be distributed as if it were additional proceeds of such Capital Transaction. Any proceeds of a Capital Transaction distributed to the General Partners under Clause Second Which are not currently credited against a distributions to the General Partners under either of Clause Eight or Clause Ninth from such Capital Transaction shall be applied as additional credits against any distributions to the General Partners under either of Clauses Eighth and Ninth which may be the result of any future Capital Transactions.

If the General Partner determines that the Partnership has available funds after completion of the Rehabilitation and the funding of all Partnership operating expenses through December 31, 1994, then the General Partner shall make a special distribution of any such available funds to Ohio Properties.

10.3 Distributions Upon Dissolution

(a) Upon dissolution and termination, after payment of, or adequate provision for, the debts and obligations of the partnership, the remaining assets of the Partnership shall be distributed to the Partners in accordance with the positive balances in their Capital Accounts after taking into account all Capital Account adjustments for the Partnership taxable year, including adjustments to Capital Accounts pursuant to Sections 10.1(b) and 10.3(b). In the event that a General Partner or Additional Limited Partner has a negative balance in its Capital Account following the liquidation of the Partnership or such Partner’s Interest, after taking into account all Capital Account adjustments for the Partnership taxable year in which such liquidation occurs, such Partner shall pay to the Partnership in cash an amount equal to the negative balance in such Partner’s Capital Account. Such payment shall be made by the end of such taxable year (or, if later, within ninety (90) days after the date of such liquidation) and shall, upon liquidation of the Partnership, be paid to recourse creditors of the Partnership or distributed to other Partners in accordance with the positive balances in their Capital Accounts.

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Excerpt from:

HEBBRONVILLE APARTMENTS, LTD.
AMENDED AND RESTATED
AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

Dated as of December 1, 1993

annually, within seventy-five (75) days after the end of the fiscal year, 50% to the Investment Limited Partner and 50% to the General Partners; provided , however , that during such time as Agency regulations are applicable to the Apartment Complex, the total amount of Cash Flow which may be so distributed to the Partners in respect to any fiscal year shall not exceed such amounts as Agency regulations permit to be distributed.

(b) Distributions of other than Cash Flow

First, to the payment of all matured debts and liabilities of the Partnership (including, but not limited to, all expenses of the Partnership incident to the Capital Transaction), excluding (i) debts and liabilities of the Partnership to Partners or their Affiliates and (ii) all unpaid fees owing to the General Partners or their Affiliates; and to the establishment of any reserves which the General Partners and the Auditors shall deem reasonably necessary for contingent, unmatured or unforeseen liabilities or obligations of the Partnership;

Second, if the Permanent Mortgage is in place at the time of such Capital Transaction of if such Capital Transaction constitutes a refinancing of the Permanent Mortgage, to the General Partners in an aggregate amount equal to 5% of the proceeds remaining after the payment of the items set forth in Clause First of this Section 10.2(b);

Third, to the payment of any accrued and unpaid Asset Management Fee;

Fourth, to the payment to the Investment Limited Partner of the full amount (including interest) of any Credit Recovery Loans;

Sixth, to the repayment of any then-unpaid debts and liabilities owed to Partners or Affiliates thereof by the Partnership for Partnership obligations (exclusive of Credit Recovery Loans, working Capital and Subordinated Loans) to any of them, including, but not limited to, accrued and unpaid Annual Partnership Management Fee for the fiscal year of the Capital Transaction; provided, however, that any debts or obligations to be repaid to any Limited Partner or Affiliate thereof pursuant to this Clause Sixth shall be repaid prior to the repayment of any such

debts or obligations to any General Partner or Affiliate thereof;

Seventh, to the repayment of any Subordinated Loans;

Eighth, to the repayment to the General Partners of their paid-in Capital Contributions minus any prior distributions made to them under this Clause Eighth and under Section 10.2(c), but never an amount less than zero;

Ninth, to the repayment of the working Capital Loan; and

Tenth, any balance 50% to the Investment Limited Partner and 50% to the General Partners.

Notwithstanding the foregoing, however, for the purpose of determining the amounts to be distributed under Clauses Eighth and Tenth for a particular Capital Transaction, any distribution to the General Partners under Clause Second for such Capital Transaction shall be credited against and reduce any distributions which would otherwise be made to the General Partners under Clauses Eighth and Tenth (with such credit operating first against Clause Eighth distributions and then against Clause Tenth distributions); and the amount not distributed to the General Partners under Clauses Eighth and Tenth as a result thereof shall be distributed as if it were additional proceeds of such Capital Transaction. Any proceeds of a Capital Transaction distributed to the General Partners under Clause Second which are not currently credited against a distribution to the General Partners under either of Clause Eighth or Clause Tenth from such Capital Transaction shall be applied as additional credits against any distributions to the General Partners under either Clauses Eighth and Tenth which may be the result of any future Capital Transactions.

10.3 Distributions Upon Dissolution

(a) Upon dissolution and termination, after payment of, or adequate provision for, the debts and obligations of the Partnership, the remaining assets of the Partnership shall be distributed to the Partners in accordance with the positive balances in their Capital Accounts after taking into account all Capital Account adjustments for the Partnership taxable year, including adjustments to Capital Accounts pursuant to Sections 10.1 (b) and 10.3 (b) . In the event that a General Partner or Additional Limited Partner has a negative balance in its Capital Account following the liquidation of the Partnership or such Partner’s Interest, after taking into account all Capital Account adjustments for the Partnership taxable year in which such liquidation occurs, such Partner shall pay to the Partnership in cash an amount equal to the negative balance in such Partner’s Capital Account. Such payment shall be made by the end of such taxable year (or, if later, within 90 days after the date of such liquidation) and shall, upon liquidation of the Partnership, be

Excerpt from:

HOLLISTER INVESTMENT GROUP V, A CALIFORNIA LIMITED PARTNERSHIP

AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP

Dated as of March 1, 1995

First, to the payment of the Asset Management Fee, if any, for such year and for any previous year(s) as to which the Asset Management Fee shall not have been paid in full;

Second, to the payment of any accrued and unpaid interest on the Construction and Development Fee and/or on the Developer’s Overhead;

Third, to the payment of the Annual Partnership Management Fee for such year; and

Fourth, the balance thereof, if any, shall be distributed annually, within 75 days after the end of the fiscal year, 50% to the Investment Limited Partner and 50% to the General Partners;

provided , however , that during such time as FmHA regulations are applicable to the Apartment Complex, the total amount of Cash Flow which may be so distributed to the Partners in respect to any fiscal year shall not exceed such amounts as FmHA regulations permit to be distributed.

(b) Distributions of other than Cash Flow

First, to the payment of all matured debts and liabilities of the Partnership (including, but not limited to, all expenses of the Partnership incident to the Capital Transaction), excluding (i) debts and liabilities of the Partnership to Partners or their Affiliates; and (ii) all unpaid fees owing to the General Partners or their Affiliates; and to the establishment of any reserves which the General Partners and the Auditors shall deem reasonably necessary for contingent, unmatured or unforeseen liabilities or obligations of the Partnership;

Second, if the Permanent Mortgage is in place at the time of such Capital Transaction or if such Capital Transaction constitutes a refinancing of the Permanent Mortgage, to the General Partners in an aggregate amount equal to 5% of the proceeds remaining after the payment of the items set forth in Clause First of this Section 10.2(b);

Third, to the payment to the Investment Limited Partner of the full amount (including interest) of any Credit Recovery Loans;

Fourth, to the repayment of any then-unpaid debts and liabilities owed to Partners or Affiliates thereof by the Partnership for Partnership obligations (exclusive of Credit Recovery Loans) to any of them, including, but not limited to, accrued and unpaid interest on the Construction and Development Fee and/or the Developer’s Overhead and Asset Management Fees, but excluding (i) the Sales Preparation Fee and (ii) in the event of an Equity Take-Out Loan, any expenses incurred by the Partnership in connection with such loan; provided, however, that any debts or obligations to be repaid to any Limited

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Partner or Affiliate thereof pursuant to this Clause Fourth shall be repaid prior to the repayment of any such debts or obligations to the General Partners or any Affiliate thereof;

Fifth, in the event of a sale of the Apartment Complex, to the payment of the Sales Preparation Fee;

Sixth, in the event of an Equity Take-Out Loan and either (a) upon the occurrence of a Termination Event to the General Partners as consideration for their payment of all expenses incurred by the Partnership in connection with such Equity Take-Out Loan, an amount equal to 10% of the gross proceeds received by the Partnership from such Equity Take-Out Loan or (b) if no Termination Event shall have occurred, any gross proceeds received by the Partnership as a result of an Equity Take-Out Loan shall be distributed 50% to the General Partners and 50% to the Investment Limited Partner;

Seventh, to the pro rata payment to each Partner in an amount equal to its Invested Amount, in each case minus any prior distributions made to such Partner under this Clause Seventh and under Section 10.2(c) and in the case of each General Partner any payments made to such General Partner under Clause Fifth with respect to the current Capital Transaction and any prior Capital Transaction(s), but never to any Partner in an amount less than zero; and

Eighth, any balance 49.999% to the Investment Limited Partner, 0.001% to the Special Limited Partner and 50% to the General Partners.

Notwithstanding the foregoing, however, for the purpose of determining the amounts to be distributed under Clauses Seventh and Eighth for a particular Capital Transaction, any distribution to the General Partner under Clause Second for such Capital Transaction shall be credited against and reduce any distributions which would otherwise be made to the General Partners under Clauses Seventh and Eighth (with such credit operating first against Clause Seventh distributions, if applicable, and then against Clause Eighth distributions), and the amount not distributed to the General Partners under Clauses Seventh and Eighth as a result thereof shall be distributed as if it were additional proceeds of such Capital Transaction. Any proceeds of a Capital Transaction distributed to the General Partners under Clause Second which are not currently credited against a distribution to the General Partners under either Clause Seventh or Clause Eighth from such Capital Transaction shall be applied as additional credits against any distributions to the General Partners under either Clause Seventh or Clause Eighth which may be the result of any future Capital Transactions.

The Partnership shall make a special cash distribution to the General Partners from the proceeds of the First Installment totaling $91,600. The special cash distribution shall be treated as a distribution pursuant to Section 731 of the Code.

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HOLT

10.2 Cash Distributions Prior to Dissolution

(a) Cash Flow

Subject to Lender approval ( if required ) , Cash Flow for each fiscal year or portion thereof of the Partnership shall be applied as follows:

First, to the payment of the Asset Management Fee for such year and for any previous year(s) for which it has not been paid in full;

Second, to the repayment of any Subordinated Loans;

Third, in an amount not to exceed $5,000 to the payment of any accrued and unpaid interest on the Construction and Development Fee;

(b) Distributions of other than Cash Flow

First, to the payment of all matured debts and liabilities of the Partnership (including, but not limited to, all expenses of the Partnership incident to the Capital Transaction and costs, fees, and commissions incident to the sale of the Apartment Complex), excluding (i) debts and liabilities of the Partnership to Partners or their Affiliates and (ii) all unpaid fees owing to the General Partners or their Affiliates and; to the establishment of any reserves which the General Partners and the Accountants shall deem reasonably necessary for contingent, unmatured or unforeseen liabilities or obligations of the Partnership;

Second, to the payment to the Investment Limited Partner of the full amount (including interest) of any Credit Recovery Loans;

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HOLT

Third, to the payment of any accrued and unpaid Asset Management Fee;

Fourth, to the payment of any accrued and unpaid Partnership Management Fee;

Fifth, to the repayment of any Subordinated Loans;

Sixth, to the payment to the General Partners of any accrued and unpaid interest on the Construction and Development Fee;

Seventh, in the event of the sale of the Apartment Complex, to the payment of the Sales Preparation Fee; and

Eighth, any balance 29.99% to the Investment Limited Partner, .01% to the Special Limited Partner, 69.99% to the General Partners and .01% to the Missouri Limited Partner.

10.3 Distributions Upon Dissolution

(a) Upon dissolution and termination, after payment of, or adequate provision for, the debts and obligations of the Partnership, the remaining assets of the Partnership shall be distributed to the Partners in accordance with the positive balances in their Capital Accounts after taking into account all Capital Account adjustments for the Partnership taxable year, including adjustments to Capital Accounts pursuant to Sections 10.1(b) and 10.3(b). In the event that a General Partner or the Additional Limited Partner has a negative balance in its Capital Account following the liquidation of the Partnership or such Partner’s Interest, after taking into account all Capital Account adjustments for the Partnership taxable year in which such liquidation occurs, such Partner shall pay to the Partnership in cash an amount equal to the negative balance in such Partner’s Capital Account. Such payment shall be made by the end of such taxable year (or, if later, within 90 days after the date of such liquidation) and shall, upon liquidation of the Partnership, be paid to recourse creditors of the Partnership or distributed to other Partners in accordance with the positive balances in their Capital Accounts.

(b) with respect to assets distributed in kind to the Partners in liquidation or otherwise, (i) any unrealized depreciation or unrealized appreciation in the values of such assets shall be deemed to be profits and losses realized by the Partnership immediately prior to the liquidation or other distribution event; and (ii) such profits and losses shall be allocated to the Partners in accordance with Section 10.1(b), and any property so distributed shall be treated as a distribution of an amount in cash equal to the excess of such fair market value over the outstanding principal balance of and accrued interest on any debt by which the property is encumbered. For the purposes of this Section 10.3(b), “unrealized appreciation” or “unrealized depreciation” shall mean the difference between the fair market value of such assets, taking into account the fair market value of the associated financing (but subject to Section 7701(g) of the Code), and the Partnership’s adjusted basis for such assets as determined under Regulation Section 1.704-1(b). This Section 10.3(b) is merely intended to provide a rule for allocating unrealized gains and losses upon liquidation or other distribution event, and nothing contained in this Section 10.3(b) or elsewhere herein is intended to treat or cause such

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Excerpt from:

INDEPENDENCE PROPERTIES, L.P.

AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP

Dated as of June 1, 1994

Second, to the payment of the Asset Management Fee for such year;

Third, to the payment of the Annual Partnership Management Fee attributable to such year; and

Fourth, the balance thereof, if any, shall be distributed annually, within seventy-five (75) days after the end of the fiscal year, 10% to the Investment Limited Partner and 90% to the General Partner; provided , however , that during such time as any Agency regulations are applicable to the Apartment Complex, the total amount of Cash Flow which may be so distributed to the Partners in respect to any fiscal year shall not exceed such amounts as applicable Agency regulations permit to be distributed.

(b) Distributions of other than Cash Flow

Prior to dissolution, if the General Partner shall determine from time to time that cash is available for distribution from a Capital Transaction, such cash shall be applied or distributed as follows:

First, to the payment of all matured debts and liabilities of the Partnership (including, but not limited to, all expenses of the Partnership incident to the Capital Transaction and including, to the extent allowed by FmHA, repayment to the General Partner of the Working Capital Loan, excluding (i) debts and liabilities of the Partnership to Partners or their Affiliates and (ii) all unpaid fees owing to the General Partner or their Affiliates; and to the establishment of any reserves which the General Partner and the Auditors shall deem reasonably necessary for contingent, unmatured or unforeseen liabilities or obligations of the Partnership;

Second, to the repayment to the General Partner of any Subordinated Loans;

Third, if the Permanent Mortgage is in place at the time of such Capital Transaction or if such Capital Transaction constitutes a refinancing of the Permanent Mortgage, to the General Partner in an aggregate amount equal to 5% of the proceeds remaining after the payment of the items set forth in Clause First of this Section 10.2(b);

Fourth, to the payment of any unpaid Asset Management Fee for such year;

Fifth, to the payment to the Investment Limited Partner of the full amount (including interest) of any Credit Recovery Loans;

Sixth, to the repayment of any then-unpaid debts and liabilities owed to Partners or Affiliates thereof by the Partnership for Partnership obligations (exclusive of Credit

Recovery Loans and Subordinated Loans) to any of them, including, but not limited to, unpaid Annual Partnership Management Fee for the fiscal year of the Capital Transaction but excluding the Working Capital Loan; provided, however, that any debts or obligations to be repaid to any Limited Partner or Affiliate thereof pursuant to this Clause Sixth shall be repaid prior to the repayment of any such debts or obligations to any General Partner or Affiliate thereof;

Seventh, any balance 75% to the Investment Limited Partner, and 25% to the General Partner, until such time as the Investment Limited Partner has received its Investment Amount, after which time, the remaining balance, if any, shall be allocated 25% to the Investment Limited Partner and 75% to the General Partner.

Notwithstanding the foregoing, however, for the purposes of determining the amounts to be distributed under Clauses Sixth and Seventh for a particular Capital Transaction, any distribution to the General Partner under Clause Third for such Capital Transaction shall be credited against and reduce any distributions which would otherwise be made to the General Partner under Clause Seventh; and the amount not distributed to the General Partner under Clause Seventh as a result thereof shall be distributed as if it were additional proceeds of such Capital Transaction. Any proceeds of a Capital Transaction distributed to the General Partner under Clause Third which are not currently credited against a distribution to the General Partner under Clause Seventh from such Capital Transaction shall be applied as additional credits against any distributions to the General Partner under Clause Seventh which may be the result of any future Capital Transactions.

The Partnership shall make a special cash distribution to the General Partners from the proceeds of the Installments totaling $4,314, payable in full from the proceeds of the First Installment. The special cash distribution shall be treated as a return of capital contributions.

The special cash distribution shall be treated as a distribution pursuant to Section 731 of the Code.

10.3 Distributions Upon Dissolution

Excerpt from:

JEFFERSON SQUARE, LTD.

AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP

Dated as of May 1, 1994

10.2 Cash Distribution Prior to Dissolution

(a) Cash Flow

Subject to Agency and Lender approval (if required), Cash Flow for each fiscal year or portion thereof of the Partnership shall be applied as follows:

First, to the payment of the Asset Management Fee for such year and for any previous year(s) as to which the Asset Management Fee shall not yet have been paid in full;

Second, with respect to any fiscal year in which the Investment Limited Partner has been allocated taxable profits pursuant to Section 10.1(a) in an amount which, when added to all taxable profits allocated to the Investment Limited Partner under Section 10.1(a) with respect to all prior fiscal years, exceeds all losses allocated to the Investment Limited Partner with respect to all prior fiscal years, a distribution shall be made to the Investment Limited Partner in an amount equal to 34% of the lower of (a) such excess, or (b) the amount of Cash Flow for the fiscal year in questions which would be applied to make payments under Clauses Fourth and Seventh, below, if this Clause Second were not included in this Agreement;

Third, to the payment of any Subordinated Loans;

Fourth, to the payment of any fees remaining to be paid under the Construction Contract, Development Services Agreement (1993), Development Services Agreement (1994) and Management Services Agreement in that order;

Fifth, the Annual Special Cash Flow Distribution to the General Partner;

Sixth, until the Deferred Development Fee and other fees under Clause Fourth and the Annual Special Cash Flow Distribution for all years shall have been paid in full pursuant to any provision of this Agreement, to the payment of the Accrued Special Distribution to the General Partners;

Seventh, to the General Partner in an amount equal to all amounts which have been distributed to the Investment Limited Partner under Clause Second above, minus all prior distributions to the General Partner under this Clause Seventh or under Clause Sixth of Section 10.2(b); and

Eighth, the balance thereof, if any, shall be distributed annually, within seventy-five (75) days after the end of the fiscal year, 20% to the Investment Limited Partner and 80% to the General Partners; provided, however, that during such time as Agency regulations are applicable to the Apartment Complex, the total amount of Cash Flow which may be so distributed to the Partners in respect to any fiscal year shall not exceed such amounts as Agency regulations permit to be distributed.

(b) Distributions of other than Cash Flow

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First, to the payment of all matured debts and liabilities of the Partnership (including, but not limi

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