EXHIBIT 3.2 REAL ESTATE ASSOCIATES LIMITED VI RESTATED CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP

 

 

 

 

                                                                    EXHIBIT 3.2

 

                       REAL ESTATE ASSOCIATES LIMITED VI

                            RESTATED CERTIFICATE AND

                        AGREEMENT OF LIMITED PARTNERSHIP

 

          This Restated Certificate and Agreement of Limited Partnership by and

among National Partnership Investments Corp., a California corporation with

principal offices at Suite 919, 1880 Century Park East, Los Angeles, California

90067 (the "Corporate General Partner"), and National Partnership Investments

Associates, a limited partnership ("NPIA" or the "Non-Corporate General

Partner"), the general partner of which is Nicholas G. Ciriello, an individual

residing at 418 So. Lucerne Boulevard, Los Angeles, California 90004

(hereinafter collectively referred to as the "General Partner"), and Diane M.

Forrest, an individual residing at 6362 Arcadia Avenue, Agoura, California

91301 ("Initial Limited Partner"), is entered into as of _______, 1983. Such

Initial Limited Partner, and any additional or substituted limited partners

hereafter admitted to the Limited Partnership as herein provided, are referred

to collectively as the "Limited Partners" and individually as a "Limited

Partner." The term "Partners" shall mean all General and Limited Partners, and

the term "Partner" means any General or Limited Partner.

 

                             W I T N E S S E T H :

 

         WHEREAS, on October 12, 1982, the Partnership was formed pursuant to

the laws of the State of California;

 

         WHEREAS, the General Partners and the Initial Limited Partner desire

to change certain provisions in, and restate in full, their agreement; and

 

         WHEREAS, it is the intention of the parties thereto to admit

additional Limited Partners to the Partnership for the purpose of acquiring

additional capital therefor;

 

         NOW, THEREFORE, the parties hereto hereby agree as follows:

 

Section 1:         Formation.

 

         1.1 The General Partners and the Initial Limited Partner do hereby

form a limited partnership (the "Partnership") under the Limited Partnership

Act of the State of California.

 

Section 2:         Name.

 

         2.1 The business of the Partnership shall be conducted under the name

Real Estate Associates Limited VI, which name may be changed by the General

Partners by written notice to the Limited Partners.

 

Section 3:         Addresses of Parties.

 

         3.1 The principal place of business of the Partnership shall be at

1880 Century Park East, Suite 919, Los Angeles, California 90067, or at such

other place as the General Partners may from time to time designate in writing

to the Limited Partners. The Partnership may also maintain such other offices

at such other places as the General Partners may deem advisable.

 

          3.2 The addresses of the General Partners shall be those stated in the

first paragraph of this Agreement, or at such other places as the General

Partners may from time to time designate in writing to the Limited Partners.

The addresses of the Limited Partners shall be those stated after their names

on Schedule A hereto or in any amended certificate hereto. A Limited Partner

may change such address by written notice to the General Partners, which notice

shall become effective upon receipt.

 

Section 4:         Business of the Partnership.

 

         4.1 The business of the Partnership shall be:

 

             (a) primarily to acquire, directly or indirectly, interests as a

limited partner in any partnership or joint venture (a "local limited

partnership") which will (i) acquire, lease, hold, finance, construct, improve,

rehabilitate, manage, and/or operate government-assisted or other housing

projects (the "Projects" and the interests of the Partnership in the local

limited partnerships shall be referred to as "Project Interests"), (ii) monitor

and supervise management of construction and operations of the Projects, (iii)

arrange for and supervise the conversion of any Project to other uses, or (iv)

perform any act for a purpose authorized by this Agreement; or to directly

acquire existing conventional housing projects (which shall be included within

the definition "Projects");

 

             (b) to acquire, hold (in the Partnership's name or under any other

title arrangement selected by the General Partners), lease, sell, mortgage,

convey, or refinance any real or personal property, including, but not limited

to, the Project Interests described in paragraph (a) above;

 

             (c) to hold, own, maintain, manage, improve, develop, operate,

sell, transfer, convey, lease, mortgage, exchange, or otherwise dispose of or

deal in or with Projects and Project Interests described in paragraph (a)

above; and

 

             (d) to perform any acts to accomplish the foregoing purposes.

 

Section 5:         Contributions to Capital; Additional Limited Partners.

 

         5.1 The capital of the Limited Partnership shall be divided into no

less than 1 and up to 20 General Partners Interests and no less than 480 and up

to 18,000 non-assessable limited partnership interests, each of which limited

partnership interest is hereinafter referred to as a "Limited Partnership

Interest."

 

         5.2 The General Partners shall contribute an aggregate of $15,000 to

the capital of the Partnership, for which the General Partners shall be

credited with the ownership of one General Partners Interest, and shall have

such interest in and to the profits and losses thereof as is described in

Section 7 hereof. Upon liquidation of the Partnership, the General Partners

will discharge any debit balance in their capital accounts by contributing to

the Partnership an amount up to the difference between 1% of total capital

contributions to the Partnership and $15,000. The General Partners may, but are

not required to, purchase Limited Partnership Interests and will accordingly

have as Limited Partners such additional pro rata interest in and to the

profits and losses of the Partnership pursuant to Section 7 hereof.

 

         5.3 (a) The Initial Limited Partner has contributed $4,550 to the

capital of the Partnership pursuant to a promissory note, for which she has

received a Unit and has the right, but not the obligation, to purchase

additional Units. Furthermore, upon the admission of additional Limited

Partners to the Partnership, the Initial Limited Partner may relinquish her

Unit and withdraw such investment and cease to be a Limited Partner.

 

             (b) The General Partners are authorized to admit additional

Limited Partners to the Partnership by selling not more than 18,000 Limited

Partnership Interests for cash to selected persons as may apply to become

Limited Partners pursuant to the terms of an offering described in a Prospectus

(the "Prospectus") to which this Agreement will be annexed, by completing a

subscription agreement (the "Subscription Agreement") in the form to be set

forth in the Prospectus, provided that no person admitted as a Limited Partner

shall have been permitted to purchase more than 50 Units, subject, however, to

the right of the General Partners to establish special requirements for larger

subscriptions.

 

             (c) The Limited Partnership Interests shall be sold to Limited

Partners in "Units." The minimum investment shall be one Unit at a purchase

price of $5,000 per Unit. Each Unit shall consist of two Limited Partnership

Interests and one warrant which will entitle the purchaser of a Unit to acquire

two Additional Limited Partnership Interests ("Additional Limited Partnership

Interests") during the period January 1, 1984 to and including January 20, 1984

at $2,500 each. The Partnership shall have the right to offer for sale, at the

best prices reasonably obtainable (which may be less than $2,500 per Limited

Partnership Interest), any Additional Limited Partnership Interest not

purchased pursuant to the exercise of Warrants. The foregoing sums relating to

the purchase of Units and Additional Limited Partnership Interests shall be

paid to the Partnership concurrently with the recordation in the Official

Records of Los Angeles County, California, of an amendment of this Agreement

reflecting the admission of each Limited Partner to the Partnership or increase

in the number of Limited Partnership Interests held by such Limited Partner, as

the case may be. Investors whose subscriptions have been accepted by the

General Partners will be admitted as Limited Partners within 15 days after the

minimum of $1,200,000 from the sale of Units has been received by the General

Partners. Thereafter, investors will be admitted as Limited Partners no later

than the last day of the calendar month following the date the General Partners

accept their subscriptions. The General Partners will accept or reject

subscriptions within two business days after receipt thereof.

 

             (d) The Partnership presently contemplates the public offering of

a maximum of 3,000 Units at an offering price of $5,000 per Unit or an

aggregate offering price of $15,000,000. These Units represent 6,000 Limited

Partnership Interests and 3,000 Warrants to purchase an aggregate of 6,000

Additional Limited Partnership Interests at a price of $2,500 per Additional

Limited Partnership Interest, or an aggregate exercise purchase price of

$15,000,000, provided, that if the Additional Limited Partnership Interests can

not be sold for $2,500 each, the General Partner shall have the authority to

offer and sell such interests at the best prices that can be reasonably

obtained. A sales commission of 8 1/2% shall be paid to E.F. Hutton & Company

Inc. ("Hutton") with respect to the sale of Units; a sales commission of 8 1/4%

shall be paid to Hutton with respect to the sale of Limited Partnership

Interests pursuant to the exercise of Warrants, provided, however, that the

sales commission to be charged on Limited Partnership Interests available for

sale by the Partnership upon failure to exercise Warrants shall be 8 1/2%. The

Partnership will also reimburse Hutton for certain expenses. In anticipation of

receipt of subscriptions for in excess of 3,000 Units, the Partnership will

register with the Securities and Exchange Commission a total of 4,000 Units

(covering an aggregate of 8,000 Limited Partnership Interests and Warrants to

purchase an aggregate of 8,000 Additional Limited Partnership Interests) and

will grant to Hutton the right, exercisable in its sole discretion, to sell

these additional Units so registered (on the same terms and conditions as the

other Units) on behalf of the Partnership. Such right to sell an additional

1,000 Units will expire on the date of termination of the offering and will

provide additional compensation for Hutton.

 

             (e) No Partner shall have the right, except as provided in Section

5.3(a), to withdraw or reduce his capital contribution. No Limited Partner

shall have the right to bring an action for partition against the Partnership

or to demand or receive property other than cash in return for his capital

contribution. No Limited Partner shall have priority over any other Limited

Partner, either as to the return of his capital contribution or as to profits,

losses, or distributions.

 

              (f) The net proceeds to the Partnership will be $4,575 for each

Unit. Except as otherwise provided in Section 7.3, a person acquiring Units

will participate with other Limited Partners in the income, gains, losses,

deductions, credits, and cash distributions on a pro rata basis in accordance

with the number of Limited Partnership Interests owned. A capital account shall

be maintained for each Partner. To each Account shall be credited (i) the

amount of money paid by a Partner to the Partnership to acquire his Limited

Partnership Interests (but not Warrants), (ii) the Partner's distributive share

of Profits, and (iii) the Partner's distributive share of any tax-exempt

Partnership income, and from each Capital Account there shall be debited (iv)

the net fair market value of property distributed to the Partner, (v) the

amount of money distributed to the Partner, (vi) the Partner's distributive

share of Losses, and (vii) the Partner's distributive share of Partnership

expenditures not deductible in computing taxable income and not properly

capitalized.

 

             (g) To accomplish the purpose of this Section 5.3, the General

Partners are hereby authorized to do all things necessary to admit such

additional Limited Partners, including, but not limited to, registering the

Units and Additional Limited Partnership Interests under the Securities Act of

1933, as amended, pursuant to the rules and regulations of the Securities and

Exchange Commission, qualifying the Units and Additional Limited Partnership

Interests for sale with state securities regulatory authorities or perfecting

exemptions from qualification, and entering into such underwriting or agency

arrangements for the solicitation of the Units and Additional Limited

Partnership Interests upon such terms and conditions as the General Partners

may deem advisable.

 

         5.4 Proceeds from contributions for Units and Additional Limited

Partnership Interests and other Partnership funds shall be held by the General

Partners as fiduciaries for the exclusive use of the Partnership and after the

start of Partnership operations shall be temporarily invested in U.S. Treasury

Bills and Bonds, bank certificates of deposit, bank repurchase obligations,

commercial paper (investment grade), and tax-exempt notes and bonds, or

registered investment companies holding such securities. Interest thereon shall

inure to the benefit of the Partnership, and the Limited Partners, as such,

shall not receive interest on funds contributed by them. Any funds (other than

designated reserves) not invested or committed for investment in Projects or

Project Interests within 18 months from the effective date of the Prospectus

shall be distributed pro rata to the Limited Partners as a return of capital.

 

Section 6:         Organizational Expenses.

 

         6.1 The Partnership shall pay all costs of qualifying and offering the

Units and Additional Limited Partnership Interests (including sales

commissions) and all formation and organization expenses, including expenses

associated with the selection and acquisition of Projects (which expenses are,

however, subject to the limitation set forth in Section 9.6.1 hereof). The

General Partners will be liable for the amount, if any, by which the aggregate

organizational expenses and sales commissions exceed 15% of the gross proceeds

from the sale of Units and Additional Limited Partnership Interests.

 

Section 7:         Profits and Losses.

 

         7.1 Prior to the amendment to this Agreement for the purpose of

admitting additional Limited Partners to the Partnership in accordance with

Section 5.3(b) hereof, the General Partners shall be allocated, as they may

agree between themselves, 99% of each item of income, gain, loss, deduction,

and credit (collectively, "Partnership Tax Items" and individually "Partnership

Tax Item"). During such period, the Initial Limited Partner shall be allocated

1% of each Partnership Tax Item. At all times thereafter, except as provided in

Section 7.2 and the remainder of this Section, the General Partners shall be

allocated 1% and the Limited Partners as a class shall be allocated 99% of each

Partnership Tax Item. Income recognized by the Partnership upon expiration of

Warrants shall be allocated 1% to the General Partners and 99% to the

non-exercising Limited Partners in proportion to their respective Limited

Partnership Interests.

 

         7.2 Upon the total or partial liquidation of the Partnership or the

disposition or partial disposition of a Project or Project Interest, income and

losses of the Partnership shall be allocated as follows. Income not exceeding

an amount equal to the sum of the negative adjusted capital account balances of

all Partners with such balances (computed after any distributions made under

Section 9.6.2) shall be allocated among such Partners in proportion to their

respective negative capital account balances and without regard to Section 7.3;

and income in excess thereof shall be allocated 1% to the General Partners and

99% to the Limited Partners as a class. Losses not exceeding an amount equal to

the sum of the positive adjusted capital account balances of all Partners with

such balances (computed after any distributions under Section 9.6.2) shall be

allocated among such Partners in proportion to their respective positive

adjusted capital account balances and without regard to Section 7.3; and losses

in excess thereof shall be allocated 1% to the General Partners and 99% to the

Limited Partners as a class. Notwithstanding any other provision of this

Agreement, the General Partners shall be allocated at least 1% of each

Partnership Tax Item.

 

         7.3 Each Limited Partner shall be allocated the same fractional share

of each Partnership Tax Item allocable to Limited Partners as a class as the

total number of Limited Partnership Interests owned by him divided by the total

number of Limited Partnership Interests outstanding, subject to the following

exception. Commencing on January 1, 1984, and thereafter, each Partnership Tax

Item allocable to Limited Partners as a class shall be allocated 62 1/2% to

holders of Additional Limited Partnership Interests, and 37 1/2% to holders of

Limited Partnership Interests acquired prior to January 1, 1984 until the total

amount of each Partnership Tax Item allocated to each Additional Limited

Partnership Interest equals the total amount of each Partnership Tax Item

(including a weighted average of each Partnership Tax Item attributable to

Limited Partnership Interests acquired prior to January 1, 1984) allocated to

each Partnership Interest acquired prior to January 1, 1984. The weighted

average of each Partnership Tax Item attributable to Limited Partnership

Interests acquired prior to January 1, 1984 shall be a fraction, the numerator

of which is an amount, consisting of the product, for each month until January

1, 1984, of the total amount of that Partnership Tax Item allocated to the

group comprised of Limited Partnership Interests purchased through that month

times the number of months remaining, including the month in question, until

January 1, 1984, and the denominator of which is an amount, consisting of the

product, for each month until January 1, 1984, of Limited Partnership Interests

purchased through that month times the number of months remaining, including

the month in question, until January 1, 1984. As each Partnership Tax Item is

so equalized between Limited Partnership Interests acquired prior to January 1,

1984 and Additional Limited Partnership Interests acquired on or subsequent to

January 1, 1984, this allocation shall cease as to that Partnership Tax Item.

 

         7.4 In determining whether Partnership Tax Items are realized, paid,

accrued, or incurred during any period in which any Limited Partner is a member

of the Partnership, such Items shall be allocated on any basis permitted by

Section 706(c) of the Internal Revenue Code of 1954, as determined by the

General Partners. In the event of the transfer of a Limited Partnership

Interest, the distributive share of these Partnership Tax Items (in respect of

the Limited Partnership Interest so transferred) shall be allocated between the

transferor and the transferee in accordance with this Section.

 

Section 8:         Cash Distributions.

 

         8.1 The General Partners shall distribute annually substantially all

of the Partnership's Net Cash Flow as defined herein. Except as provided in

Section 8.2 hereof, the General Partners shall be entitled to receive 1% of the

Net Cash Flow to be distributed, but any such distributions to the General

Partners shall be reduced by the amount paid as an Annual Management Fee as set

forth in Section 9.5 hereof. The Limited Partners as a class shall receive the

balance of the distributed Net Cash Flow, which shall be distributed among

Limited Partners as Partnership Tax Items are allocated to them under Section

7.3.

 

         8.2 Upon the total or partial liquidation of the Partnership or the

disposition or partial disposition of a Project or Project Interest, net assets

available for distribution remaining after all distributions required to be

made under Section 9.6.2 shall be distributed to the Partners in proportion to

their positive adjusted capital account balances (computed after the allocation

of income or loss under Section 7.2).

 

         8.3 "Net Cash Flow" shall mean the Partnership's share of all receipts

derived from the ownership of Projects and Project Interests therein (exclusive

of any proceeds from the sale or financing of Projects or Project Interests,

refinancing or other extraordinary transactions not in the ordinary courses of

business) less (a) expenses, (b) such reserves as the General Partners deem

reasonably necessary for the proper operation of the Partnership's business,

and (c) any fees and expenditures authorized by this Agreement (except for

construction expenditures paid out of capital or loan proceeds). The General

Partners may at their discretion reinvest or distribute all or any portion of

the proceeds from the disposition or refinancing of any Project or Project

Interest therein, provided that in the event of a sale, the Partners shall have

first received any distributions to which they are entitled under Section

9.6.2. To the extent that such proceeds are not reinvested or committed within

twelve months from the date of the receipt of such proceeds, they shall be

distributed. Distributions of the net proceeds from the sale or financing of

Projects or Project Interests, refinancing thereof, or other extraordinary

transactions not in the ordinary course of business shall be distributed to the

General and Limited Partners in the same manner as net cash is distributed

under Section 8.2.

 

         8.4 The General Partners shall designate a record date to determine

Partners entitled to cash distributions, which shall not be less than 15 days

nor more than 30 days before each cash distribution. The Partnership shall

cause to be maintained records reflecting the name, address, and number of

Limited Partnership Interests and General Partners Interests held by each

Partner for the purpose of determining recipients of cash distributions and

notices.

 

Section 9:         The General Partners.

 

         9.1 The General Partners shall have complete discretion in the

management and control of the business of the Partnership for the purposes

herein stated, shall make all decisions affecting the business of the

Partnership and shall manage and control the affairs of the Partnership to the

best of their abilities and use their best efforts to carry out the purposes of

the Partnership. The powers of the General Partners include, but are not

limited to, the powers:

 

             (a) to expend the capital and profits of the Partnership in

furtherance of the Partnership's business;

 

             (b) to acquire, hold (in the Partnership's name or, in the best

interest of the Partnership, under any other title arrangement selected by the

General Partners), lease, sell, mortgage, convey, or refinance any real or

personal property, including Projects and Project Interests, at such price and

upon such terms, as they deem to be in the best interests of the Partnership,

including the power to vote to amend a local limited partnership agreement in

such a manner as to reduce the limited partnership interest of the Partnership

in the local limited partnership, to vote to reduce the Partnership's interests

in the profits, losses, and special allocations of the local limited

partnerships and assign a part of the limited partnership interest in such

partnership, provided that such action is necessary to preserve the economic

value of the Partnership's Project Interest;

 

              (c) to monitor the construction and operations of any of the

Projects, Project Interests, or other Partnership property and to make

recommendations with respect thereto;

 

             (d) to retain independent consultants to evaluate the Projects,

Project Interests, and other Partnership property;

 

             (e) to borrow money and execute promissory notes and to secure the

same by mortgage upon the Partnership's property;

 

             (f) to invest in short-term debt obligations (including

obligations of federal and state governments and their agencies, bank

repurchase obligations, commercial paper, and certificates of deposit of

commercial banks, savings banks, or savings and loan associations) such funds

as are temporarily not required for investment in Projects, Project Interests,

or other Partnership property;

 

             (g) to lend money or provide advances in furtherance of the

Partnership's purposes; and

 

             (h) to enter into and carry out agreements of any kind, provided

that all contracts with the General Partners or their affiliates must provide

for termination by the Partnership on 60 days written notice, without penalty,

and to do any and all other acts and things necessary, proper, convenient, or

advisable to effectuate and carry out the purposes of the Partnership.

 

         9.2 The General Partners shall (a) diligently and faithfully devote

such of their time to the business of the Partnership as they deem necessary to

conduct it for the greatest advantage of the Partnership; (b) file and publish

all certificates, notices, statements, or other instruments required by law for

formation and operation of the Partnership in all appropriate jurisdictions;

(c) cause the Partnership to carry adequate public liability, property damage,

and other insurance, any or all of which may name the General Partners as the

sole insured; (d) indemnify and hold the Partnership harmless from any loss,

damage or liability due to, or arising out of, any General Partner's breach of

fiduciary duty; and (e) maintain capital accounts on the books and records of

the Partnership in respect of each interest in the Partnership. The General

Partners may become Limited Partners and thereby become entitled to all of the

rights of Limited Partners to the extent of the Limited Partnership Interests

so acquired, provided that such acquisition of Limited Partnership Interests

shall not reduce any liability of the General Partners under this Agreement.

Notwithstanding the foregoing, the General Partners shall have fiduciary

responsibility for the safekeeping and use of all funds and assets of the

Partnership, whether or not in their immediate possession or control and they

shall not employ, or permit another to employ, such funds, or assets in any

manner except for the exclusive benefit of the Partnership.

 

         9.3 Notwithstanding any provision in this Agreement to the contrary,

it is understood and agreed that (i) in conducting, carrying on, and managing

the business of the Partnership, the General Partners shall be bound by the

following investment policies, which may not be changed, altered, or amended

except as provided in Section 14 hereof and (ii) the General Partners shall

endeavor to conduct the Partnership's business in accordance with the policies

set forth in the Prospectus:

 

             (a) except for interim commitments in short-term government

obligations, commercial paper (investment grade), certificates of deposit, bank

repurchase obligations, and tax-exempt notes and bonds or registered investment

companies holding such securities, investments will be initially limited to

Project Interests, provided that (i) not less than 75% of the amount of public

offering proceeds available for investment will be invested in Project

Interests in partnerships or joint ventures which will own or lease federal,

state, or local government-assisted housing projects and (ii) the Partnership

may subsequently refinance or convert such Project Interests to other uses with

a view to realizing higher revenue or capital gains, although reinvestment of

cash flow (excluding proceeds resulting from a disposition or refinancing of

property) shall not be allowed.

 

             (b) Projects or Project Interests will be acquired with a view

toward maximizing tax deductions, with cash income and long-term appreciation

as additional considerations, and not with a view to early resale;

 

             (c) the Partnership will seek to avoid depreciation recapture and

defer taxes by not selling any Projects or Project Interests within ten years,

except (i) to qualified tenant cooperatives as defined in the Internal Revenue

Code, and (ii) under circumstances described in the Prospectus;

 

             (d) upon any sale or refinancing, the Partnership shall not

reinvest any proceeds thereof;

 

              (e) the Partnership may (i) borrow money only against individual

Projects or Project Interests to acquire Projects or interests therein, to

defray expenses or preserve its interest in each individual Project or interest

therein, but may not pledge or encumber other Projects or Project Interests for

this purpose, and (ii) borrow only such amount for which the Partnership can

reasonably expect to meet debt service requirements from anticipated Net Cash

Flow. The Partnership may make or cause its affiliates to make loans or

advances for the acquisition of Projects or Project Interests, but such

affiliates may not receive interest or other financing charges or fees in

excess of the amounts which would be charged by unrelated banks for comparable

loans for the same purpose in the locality of the Project or in amounts which

otherwise are unreasonable or require any prepayment charge or penalty,

provided that in connection with any of the foregoing transactions, (A) the

Partnership shall not enter into transactions involving the use of

"all-inclusive" or "wrap-around" notes except as permitted by the Rules of the

Department of Corporations of the State of California, and (B) the Partnership

shall not incur any indebtedness whereby the lender will have or acquire, at

any time as a result of making such loan, any direct or indirect interest in

the profits, capital, or property of the Partnership other than as a secured

creditor;

 

             (f) the Partnership shall not (i) issue senior securities, except

as set forth in the preceding paragraph and even then only at par or at a

premium, (ii) invest in other issuers for the purpose of exercising control

(other than local limited partnerships owning or leasing projects), (iii)

underwrite the securities of other issuers, or (iv) offer Units or Limited

Partnership Interests in exchange for property;

 

             (g) except in a case in which a single Project investment exceeds

this limitation, the Partnership shall not sell and reinvest more than 25% of

its portfolio of Projects or Project Interests within any single year, unless

by exempted sales to qualified tenant cooperatives;

 

             (h) the Partnership shall not make loans to the General Partners

or their affiliates and will not make loans to others except (i) to developers

in connection with the acquisition of Projects or Project Interests (and then

only if such loans do not exceed, in the aggregate, 5% of the difference

between the aggregate amount of contributions made pursuant to Section 5 hereof

less expenses of the Partnership determined in accordance with Section 6

hereof), (ii) to local limited partnerships in which the Partnership has an

equity interest, and (iii) as permitted by Sections 5.4 or 9.3(a) hereof;

 

             (i) commitments of Partnership funds will be contingent upon

receipt of satisfactory appraisals as to non-governmental-assisted Projects