FIRST AMENDED PARTNERSHIP AGREEMENT

interest to any Partner or to any Person of its choice, in whole or in part, but only in accordance with this Section 10.3.1. If the General Partner receives a notice of assignment signed by both the transferring Limited Partner and its Assignee, the Assignee shall become entitled to receive the transferring Limited Partner's share of Profits, Losses, Low Income Housing Credits and Distributions, and shall have the transferring Limited Partner's Capital Account as of the day following the day of the General Partner's consent to the assignment. Profits and Losses shall be allocated in accordance with Section 6.2(c). The General Partner shall consent to the assignment only after (i) the Assignee has agreed to be bound by the terms of this Agreement, (ii) the Assignee executes an Investor Note and a security agreement if any amounts are unpaid by the transferring Limited Partner under the Investor Note (at which time the Investor Note of the transferring Limited Partner shall be cancelled), and (iii) the General Partner has determined to its satisfaction that the Assignee has sufficient net worth to meet its obligations under the Investor Note and that the assignment would not terminate the Partnership for federal income tax purposes. An Assignee shall become, a substitute Limited Partner only with the General Partner's approval and upon satisfaction of the conditions for substitutions set forth in Section 10.5. 10.3.2 Effect of Bankruptcy, Death or Adjudication of Incompetence of a Limited Partner. If a Limited Partner becomes bankrupt, the trustee or -55-