Common use of Auditors Clause in Contracts

Auditors. (a) The Auditors shall prepare, for execution by the General Partner, all tax returns of the Partnership. Prior to the filing of the Partnership tax returns, and in no event later than February 1 of each Fiscal Year, the Auditors shall deliver the tax returns for the prior Fiscal Year to the Tax Accountants for their review and comment. If a dispute arises between the Auditors and the Tax Accountants over the proper preparation of the tax returns and such dispute cannot be resolved by the Auditors and the Tax Accountants by March 1 of such Fiscal Year, then the Tax Accountants shall make the final decision with respect to whether any changes are necessary. The Partnership shall reimburse the Investment Limited Partner and its Affiliates for all costs and expenses paid to the Tax Accountants for the aforementioned services. (b) The Auditors shall certify all annual financial reports to the Partners in accordance with generally accepted auditing standards. (c) If the Partnership fails to fulfill any of its obligations under Section 12.7(a)(i) and/or Section 12.7(a)(ii) within the time periods set forth therein, at any time thereafter upon written notice from the Special Limited Partner, the General Partner shall appoint replacement Auditors. If no such notice from the Special Limited Partner is delivered, the Consent of the Special Limited Partner must be received to the appointment of replacement Auditors. If the General Partner fails to appoint replacement Auditors within thirty (30) days of the notice from the Special Limited Partner to replace the Auditors, then the Special Limited Partner shall appoint replacement Auditors of its own choosing, the cost of which shall be borne by the Partnership as a Partnership expense. All of the Partners hereby grant to the Special Limited Partner a special power of attorney, irrevocable to the extent permitted by law, coupled with an interest, to so appoint replacement Auditors and to anything else which in the judgment of the Special Limited Partner may be necessary or appropriate to accomplish the purposes of this Section 12.3(c). (d) On or prior to the date which is thirty (30) days after the Admission Date, the General Partner shall cause the Partnership (i) in writing, to engage the Auditors to perform the services required herein and (ii) to deliver to the Investment Limited Partner copies of all such engagement letters and agreements.

Auditors. (a) The Auditors shall prepare, for execution by the General PartnerPartners, all tax returns of the Partnership. Prior to the filing of the Partnership tax returns, and in no event later than February 1 20 of each Fiscal Yearyear, the Auditors shall deliver the tax returns for the prior Fiscal Year such year to the Tax Accountants for their review and comment. If a dispute arises between the Auditors and the Tax Accountants over the proper preparation of the tax returns and such dispute cannot be resolved by the Auditors and the Tax Accountants by March 1 of such Fiscal Yearyear, then the Tax Accountants shall make the final decision with respect to on whether any changes are necessary. The Partnership shall reimburse the Investment Limited Partner and its Affiliates BCCLP for all costs and expenses paid to the Tax Accountants for the aforementioned services. (b) The Auditors shall certify all annual financial annually review FmHA 19308 reports to the Partners in accordance with generally accepted auditing standards. (c) If the Partnership fails to fulfill any of its obligations under Section 12.7(a)(i) and/or Section 12.7(a)(ii) within the time periods set forth therein, at any time thereafter upon written notice from the Special Limited Partner, the General Partner shall appoint replacement Auditors. If no such notice from the Special Limited Partner that a change in the identity of the Auditors is delivereddesired, the Consent General Partners, on behalf of the Partnership, shall promptly terminate the Partnership's engagement of the Auditors, and the prior written consent of the Special Limited Partner must be received to the appointment of replacement Auditors. If no such consent is received to the General Partner fails to appoint appointment of replacement Auditors within thirty (30) days of the notice from the Special Limited Partner to replace the Auditors, then the Special Limited Partner shall appoint replacement Auditors of its own choosing, the cost of which shall be borne by the Partnership as a Partnership expenseexpense as approved by FmHA. All of the Partners hereby grant to the Special Limited Partner a special power of attorney, irrevocable to the extent permitted by law, coupled with an interest, to so appoint replacement Auditors and to anything else which in the judgment view of the Special Limited Partner may be necessary or appropriate to accomplish the purposes of this Section 12.3(c). (d) On or prior to the date which is thirty (30) days after the Admission Date, the General Partner shall cause the Partnership (i) in writing, to engage the Auditors to perform the services required herein and (ii) to deliver to the Investment Limited Partner copies of all such engagement letters and agreements.

Auditors. (a) The Auditors shall prepare, for execution by the General PartnerPartners, all tax returns of the Partnership. Prior to the filing of the Partnership tax returns, and in no event later than February 1 of each Fiscal Yearyear, the Auditors shall deliver the tax returns for the prior Fiscal Year such year to the Tax Accountants for their review and comment. If a dispute arises between the Auditors and the Tax Accountants over the proper preparation of the tax returns and such dispute cannot be resolved by the Auditors and the Tax Accountants by March 1 of such Fiscal Yearyear, then the Tax Accountants shall make the final decision with respect to on whether any changes are necessary. The Partnership shall reimburse the Investment Limited Partner and its Affiliates Boston Capital for all costs and expenses paid to the Tax Accountants for the aforementioned services. (b) The Auditors shall audit and certify all annual financial reports to the Partners in accordance with generally accepted auditing standards. (c) If the Partnership fails to fulfill any of its obligations under Section 12.7(a)(i) and/or Section 12.7(a)(ii) within the time periods set forth therein, at any time thereafter upon written notice from the Special Limited Partner, the General Partner shall appoint replacement Auditors. If no such notice from the Special Limited Partner that a change in the identity of the Auditors is delivereddesired, the Consent General Partners, on behalf of the Partnership, shall promptly terminate the Partnership's engagement of the Auditors, and the prior written consent of the Special Limited Partner must be received to the appointment of replacement Auditors. If no such consent is received to the General Partner fails to appoint appointment of replacement Auditors within thirty (30) days of the notice from the Special Limited Partner to replace the Auditors, then the Special Limited Partner shall appoint replacement Auditors of its own choosing, the cost of which shall be borne by the Partnership as a Partnership expense. All of the Partners hereby grant to the Special Limited Partner a special power of attorney, irrevocable to the extent permitted by law, coupled with an interest, to so appoint replacement Auditors and to anything else which in the judgment view of the Special Limited Partner may be necessary or appropriate to accomplish the purposes of this Section 12.3(c). (d) On or prior to the date which is thirty (30) days after the Admission Date, the General Partner shall cause the Partnership (i) in writing, to engage the Auditors to perform the services required herein and (ii) to deliver to the Investment Limited Partner copies of all such engagement letters and agreements.

Auditors. (a) The Auditors shall prepare, for execution by the General PartnerPartners, all tax returns of the Partnership. Prior to the filing of the Partnership tax returns, and in no event later than February 1 15 of each Fiscal Yearyear, the Auditors shall deliver the tax returns for the prior Fiscal Year such year to the Tax Accountants for their review and commentcomment within ten (10) business days after delivery to them. If a dispute arises between the Auditors and the Tax Accountants over the proper preparation of the tax returns and such dispute cannot be resolved by the Auditors and the Tax Accountants by March 1 of such Fiscal Yearyear, then the Tax Accountants shall make the final decision with respect to on whether any changes are necessary. The Partnership shall reimburse the Investment Limited Partner and its Affiliates BCCLP for all costs and expenses paid to the Tax Accountants for the aforementioned services. (b) The Auditors shall audit and certify all annual financial reports to the Partners in accordance with generally accepted auditing standards. (c) If the Partnership fails to fulfill any of its obligations under Section 12.7(a)(i) and/or Section 12.7(a)(ii) within the time periods set forth thereintherein and fails to cure any such failure within ten days after being notified in writing by the Special Limited Partner to do so, at any time thereafter upon written notice from the Special Limited Partner, the General Partner shall appoint replacement Auditors. If no such notice from the Special Limited Partner that a change in the identity of the Auditors is delivereddesired, the Consent General Partners, on behalf of the Partnership, shall promptly terminate the Partnership's engagement of the Auditors, and the prior written consent of the Special Limited Partner must be received to the appointment of replacement Auditors. If no such consent is received to the General Partner fails to appoint appointment of replacement Auditors within thirty (30) days of the notice from the Special Limited Partner to replace the Auditors, then the Special Limited Partner shall appoint replacement Auditors of its own choosing, the cost of which shall be borne by the Partnership as a Partnership expense. All of the Partners hereby grant to the Special Limited Partner a special power of attorney, irrevocable to the extent permitted by law, coupled with an interest, to so appoint replacement Auditors and to anything else which in the judgment view of the Special Limited Partner may be necessary or appropriate to accomplish the purposes of this Section 12.3(c). (d) On or prior to the date which is thirty (30) days after the Admission Date, the General Partner shall cause the Partnership (i) in writing, to engage the Auditors to perform the services required herein and (ii) to deliver to the Investment Limited Partner copies of all such engagement letters and agreements.

Auditors. (a) The Auditors shall prepare, for execution by the General Partner, all tax returns of the Partnership. Prior to the filing of the Partnership tax returns, and in no event later than February 1 of each Fiscal Year, the Auditors shall deliver the tax returns for the prior Fiscal Year to the Tax Accountants for their review and comment. If a dispute arises between the Auditors and the Tax Accountants over the proper preparation of the tax returns and such dispute cannot be resolved by the Auditors and the Tax Accountants by March 1 of such Fiscal Year, then the Tax Accountants shall make the final decision with respect to whether any changes are necessary. The Partnership shall reimburse the Investment Limited Partner and its Affiliates for all costs and expenses paid to the Tax Accountants for the aforementioned services. (b) The Auditors shall certify all annual financial reports to the Partners in accordance with generally accepted auditing standards. (c) If the Partnership fails to fulfill any of its obligations under Section 12.7(a)(i) and/or Section 12.7(a)(ii) within the time periods set forth therein, at any time thereafter upon written notice from the Special Limited Partner, the General Partner shall appoint replacement Auditors. If no such notice from the Special Limited Partner is delivered, the Consent of the Special Limited Partner must be received to the appointment of replacement Auditors. If the General Partner fails to appoint replacement Auditors within thirty (30) days of the notice from the Special Limited Partner to replace the Auditors, then the Special Limited Partner shall appoint replacement Auditors of its own choosing, the cost of which shall be borne by the Partnership as a Partnership expense. All of the Partners hereby grant to the Special Limited Partner a special power of attorney, irrevocable to the extent permitted by law, coupled with an interest, to so appoint replacement Auditors and to anything else which in the judgment of the Special Limited Partner may be necessary or appropriate to accomplish the purposes of this Section 12.3(c). (d) On or prior to the date which is thirty (30) days after the Admission Date, the General Partner shall cause the Partnership (i) in writing, to engage the Auditors to perform the services required herein and (ii) to deliver to the Investment Limited Partner copies of all such engagement letters and agreements.

Auditors. (a) The Auditors shall prepare, for execution by the General PartnerPartners, all tax returns of the Partnership. Prior to the filing of the Partnership tax returns, and in no event later than February 1 of each Fiscal Yearyear, the Auditors shall deliver the tax returns for the prior Fiscal Year such year to the Tax Accountants for their review and comment. If a dispute arises between the Auditors and the Tax Accountants over the proper preparation of the tax returns and such dispute cannot be resolved by the Auditors and the Tax Accountants by March 1 of such Fiscal Yearyear, then the Tax Accountants shall make the final decision with respect to on whether any changes are necessary. The Partnership shall reimburse the Investment Limited Partner and its Affiliates BCCLP for all costs and expenses paid to the Tax Accountants for the aforementioned services. (b) The Auditors shall audit and certify all annual financial reports to the Partners in accordance with generally accepted auditing standards. (c) If the Partnership fails to fulfill any of its obligations under Section 12.7(a)(i) and/or Section 12.7(a)(ii) within the time periods set forth therein, at any time thereafter upon written notice from the Special Limited Partner, the General Partner shall appoint replacement Auditors. If no such notice from the Special Limited Partner that a change in the identity of the Auditors is delivereddesired, the Consent General Partners, on behalf of the Partnership, shall promptly terminate the Partnership's engagement of the Auditors, and the prior written consent of the Special Limited Partner must be received to the appointment of replacement Auditors. If no such consent is received to the General Partner fails to appoint appointment of replacement Auditors within thirty (30) days of the notice from the Special Limited Partner to replace the Auditors, then the Special Limited Partner shall appoint replacement Auditors of its own choosing, the cost of which shall be borne by the Partnership as a Partnership expense. All of the Partners hereby grant to the Special Limited Partner a special power of attorney, irrevocable to the extent permitted by law, coupled with an interest, to so appoint replacement Auditors and to anything else which in the judgment view of the Special Limited Partner may be necessary or appropriate to accomplish the purposes of this Section 12.3(c). (d) On or prior to the date which is thirty (30) days after the Admission Date, the General Partner shall cause the Partnership (i) in writing, to engage the Auditors to perform the services required herein and (ii) to deliver to the Investment Limited Partner copies of all such engagement letters and agreements.

Auditors. (a) The Auditors shall prepare, for execution by the General PartnerPartners, all tax returns of the Partnership. Prior to the filing of the Partnership tax returns, and in no event later than February 1 1st of each Fiscal Yearyear, the Auditors shall deliver the tax returns for the prior Fiscal Year such year to the Tax Accountants for their review and comment. If a dispute arises between the Auditors and the Tax Accountants over the proper preparation of the tax returns and such dispute returns, which cannot be resolved by the Auditors and the Tax Accountants by March 1 of such Fiscal Yearresolved, then the Tax Accountants shall make the final decision with respect to on whether any changes are necessary. The Partnership shall reimburse the Investment Limited Partner and its Affiliates BCCLP for all costs and expenses paid to the Tax Accountants for the aforementioned services. (b) The Auditors shall audit and certify all annual financial reports to the Partners in accordance with generally accepted auditing standards. (c) If the Partnership fails to fulfill any of its obligations under Section 12.7(a)(i) and/or Section 12.7(a)(ii) within the time periods set forth therein, at any time thereafter upon written notice from the Special Limited Partner, the General Partner shall appoint replacement Auditors. If no such notice from the Special Limited Partner that a change in the identity of the Auditors is delivereddesired, the Consent General Partners, on behalf of the Partnership, shall promptly terminate the Partnership's engagement of the Auditors, and the prior written consent of the Special Limited Partner must be received to the appointment of replacement Auditors. If no such consent is received to the General Partner fails to appoint appointment of replacement Auditors within thirty (30) days of the notice from the Special Limited Partner to replace the Auditors, then the Special Limited Partner shall appoint replacement Auditors of its own choosing, the cost of which shall be borne by the Partnership as a Partnership expense. All of the Partners hereby grant to the Special Limited Partner a special power of attorney, irrevocable to the extent permitted by law, coupled with an interest, to so appoint replacement Auditors and to anything else which in the judgment view of the Special Limited Partner may be necessary or appropriate to accomplish the purposes of this Section 12.3(c). (d) On or prior to the date which is thirty (30) days after the Admission Date, the General Partner shall cause the Partnership (i) in writing, to engage the Auditors to perform the services required herein and (ii) to deliver to the Investment Limited Partner copies of all such engagement letters and agreements.

Auditors. (a) The Auditors shall prepare, for execution by the General PartnerPartners, all tax returns of the Partnership. Prior to the filing of the Partnership tax returns, and in no event later than February 1 of each Fiscal Yearyear, the Auditors shall deliver the tax returns for the prior Fiscal Year such year to the Tax Accountants for their review and comment. If a dispute arises between the Auditors and the Tax Accountants over the proper preparation of the tax returns and such dispute cannot be resolved by the Auditors and the Tax Accountants by March 1 of such Fiscal Yearyear, then the Tax Accountants shall make the final decision with respect to on whether any changes are necessary. The Partnership shall reimburse the Investment Limited Partner and its Affiliates BCCLP for all costs and expenses paid to the Tax Accountants for the aforementioned services. (b) The Auditors shall audit and certify all annual financial reports to the Partners in accordance with generally accepted auditing standards. (c) If the Partnership fails to fulfill any of its obligations under Section 12.7(a)(i) and/or Section 12.7(a)(ii) within the time periods set forth therein, at any time thereafter upon written notice from the Special Limited Partner, the General Partner shall appoint replacement Auditors. If no such notice from the Special Limited Partner that a change in the identity of the Auditors is delivereddesired, the Consent General Partners, on behalf of the Partnership, shall promptly terminate the Partnership's engagement of the Auditors, and the written consent of the Special Limited Partner must be received to the appointment of replacement Auditors. If no such consent is received to the General Partner fails to appoint appointment of replacement Auditors within thirty (30) days of the notice from the Special Limited Partner to replace the Auditors, then the Special Limited Partner shall appoint replacement Auditors of its own choosing, the cost of which shall be borne by the Partnership as a Partnership expense. All of the Partners hereby grant to the Special Limited Partner a special power of attorney, irrevocable to the extent permitted by law, coupled with an interest, to so appoint replacement Auditors and to do anything else which in the judgment view of the Special Limited Partner may be necessary or appropriate to accomplish the purposes of this Section 12.3(c). (d) On or prior to the date which is thirty (30) days after the Admission Date, the General Partner shall cause the Partnership (i) in writing, to engage the Auditors to perform the services required herein and (ii) to deliver to the Investment Limited Partner copies of all such engagement letters and agreements.

Auditors. (a) The Auditors shall prepare, for execution by the General PartnerPartners, all tax returns of the Partnership. Prior to the filing of the Partnership tax returns, and in no event later than February 1 l of each Fiscal Yearyear, the Auditors shall deliver the tax returns for the prior Fiscal Year such year to the Tax Accountants for their review and comment. If a dispute arises between the Auditors and the Tax Accountants over the proper preparation of the tax returns and such dispute cannot be resolved by the Auditors and the Tax Accountants by March 1 of such Fiscal Yearyear, then the Tax Accountants shall make the final decision with respect to on whether any changes are necessary. The Partnership shall reimburse the Investment Boston Capital Communications Limited Partner and its Affiliates Partnership for all costs and expenses paid to the Tax Accountants for the aforementioned services. (b) The Auditors shall audit and certify all annual financial reports to the Partners in accordance with generally accepted auditing standards. (c) If the Partnership fails to fulfill any of its obligations under Section 12.7(a)(i12.7(a) (i) and/or Section 12.7(a)(ii12.7(a) (ii) within the time periods set forth therein, at any time thereafter upon written notice from the Special Limited Partner, the General Partner shall appoint replacement Auditors. If no such notice from the Special Limited Partner that a change in the identity of the Auditors is delivereddesired, the Consent General Partners, on behalf of the Partnership, shall promptly terminate the Partnership's engagement of the Auditors, and the prior written consent of the Special Limited Partner must be received to the appointment of replacement Auditors. If no such consent is received to the General Partner fails to appoint appointment of replacement Auditors within thirty (30) days of the notice from the Special Limited Partner to replace the Auditors, then the Special Limited Partner shall appoint replacement Auditors of its own choosing, the cost of which shall be borne by the Partnership as a Partnership expense. All of the Partners hereby grant to the Special Limited Partner a special power of attorney, irrevocable to the extent permitted by law, coupled with an interest, to so appoint replacement Auditors and to do anything else which in the judgment view of the Special Limited Partner may be necessary or appropriate to accomplish the purposes of this Section 12.3(c). (d) On or prior to the date which is thirty (30) days after the Admission Date, the General Partner shall cause the Partnership (i) in writing, to engage the Auditors to perform the services required herein and (ii) to deliver to the Investment Limited Partner copies of all such engagement letters and agreements.

Auditors. (a) The Auditors shall prepare, for execution by the General PartnerPartners, all tax returns of the Partnership. Prior to the filing of the Partnership tax returns, and in no event later than February 1 15 of each Fiscal Yearyear, the Auditors shall deliver the tax returns for the prior Fiscal Year such year to the Tax Accountants for their review and comment. If a dispute arises between the Auditors and the Tax Accountants over the proper preparation of the tax returns and such dispute cannot be resolved by the Auditors and the Tax Accountants by March 1 of such Fiscal Yearyear, then the Tax Accountants shall make the final decision with respect to on whether any changes are necessary. The Partnership shall reimburse the Investment Limited Partner and its Affiliates BCCLP for all costs and expenses paid to the Tax Accountants for the aforementioned services. (b) The Auditors shall audit and certify all annual financial reports to the Partners in accordance with generally accepted auditing standards. (c) If the Partnership fails to fulfill any of its obligations under Section 12.7(a)(i12.7(a) (i) and/or Section 12.7(a)(ii) within the time periods set forth therein, at any time thereafter upon written notice from the Special Limited Partner, the General Partner shall appoint replacement Auditors. If no such notice from the Special Limited Partner that a change in the identity of the Auditors is delivereddesired, the Consent General Partners, on behalf of the Partnership, shall promptly terminate the Partnership' s engagement of the Auditors, and the prior written consent of the Special Limited Partner must be received to the appointment of replacement Auditors. If no such consent is received to the General Partner fails to appoint appointment of replacement Auditors within thirty (30) days of the notice from the Special Limited Partner to replace the Auditors, then the Special Limited Partner shall appoint replacement Auditors of its own choosing, the cost of which shall be borne by the Partnership as a Partnership expense. All of the Partners hereby grant to the Special Limited Partner a special power of attorney, irrevocable to the extent permitted by law, coupled with an interest, to so appoint replacement Auditors and to anything else which in the judgment view of the Special Limited Partner may be necessary or appropriate to accomplish the purposes of this Section 12.3(c). (d) On or prior to the date which is thirty (30) days after the Admission Date, the General Partner shall cause the Partnership (i) in writing, to engage the Auditors to perform the services required herein and (ii) to deliver to the Investment Limited Partner copies of all such engagement letters and agreements.

Auditors. (a) The Auditors shall prepare, for execution by review and sign the General Partner, all tax returns of the PartnershipPartnership which are prepared by the General Partners. Prior to the filing of the Partnership tax returns, and in no event later than February 1 of each Fiscal Yearyear, the Auditors General Partners shall deliver the tax returns for the prior Fiscal Year such year to the Tax Accountants for their review and comment. If a dispute arises between the Auditors and the Tax Accountants over the proper preparation of the tax returns and such dispute returns, which cannot be resolved by the Auditors and the Tax Accountants by March 1 of such Fiscal Yearresolved, then the Tax Accountants shall make the final decision with respect to on whether any changes are necessary. The Partnership shall reimburse the Investment Boston Capital Communications Limited Partner and its Affiliates Partnership for all costs and expenses paid to the Tax Accountants for the aforementioned services. (b) The Auditors shall certify review all annual financial reports statements to the Partners in accordance with generally accepted auditing standards. (c) If the Partnership fails to fulfill any of its obligations under Section 12.7(a)(i) and/or Section 12.7(a)(ii) within the time periods set forth therein, at any time thereafter upon written notice from the Special Limited Partner, the General Partner shall appoint replacement Auditors. If no such notice from the Special Limited Partner that a change in the identity of the Auditors is delivereddesired, the Consent General Partners, on behalf of the Partnership, shall promptly terminate the Partnership's engagement of the Auditors, and the prior written consent of the Special Limited Partner must be received to the appointment of replacement Auditors. If no such consent is received to the General Partner fails to appoint appointment of replacement Auditors within thirty (30) days of the notice from the Special Limited Partner to replace the Auditors, then the Special Limited Partner shall appoint replacement Auditors of its own choosing, the cost of which shall be borne by the Partnership as a Partnership expense. All of the Partners hereby grant to the Special Limited Partner a special power of attorney, irrevocable to the extent permitted by law, coupled with an interest, to so appoint replacement Auditors and to anything else which in the judgment view of the Special Limited Partner may be necessary or appropriate to accomplish the purposes of this Section 12.3(c). (d) On or prior to the date which is thirty (30) days after the Admission Date, the General Partner shall cause the Partnership (i) in writing, to engage the Auditors to perform the services required herein and (ii) to deliver to the Investment Limited Partner copies of all such engagement letters and agreements.

Auditors. (a) The Auditors shall prepare, for execution by the General PartnerPartners, all tax returns of the Partnership. Prior to the filing of the Partnership tax returns, and in no event later than February 1 of each Fiscal Yearyear, the Auditors shall deliver the tax returns for the prior Fiscal Year such year to the Tax Accountants for their review and comment. If a dispute arises between the Auditors and the Tax Accountants over the proper preparation of the tax returns and such dispute returns, which cannot be resolved by the Auditors and the Tax Accountants by March 1 of such Fiscal Yearresolved, then the Tax Accountants shall make the final decision with respect to on whether any changes are necessary. The Partnership shall reimburse the Investment Boston Capital Communications Limited Partner and its Affiliates Partnership for all costs and expenses paid to the Tax Accountants for the aforementioned services. (b) The Auditors shall audit and certify all annual financial reports to the Partners in accordance with generally accepted auditing standards. (c) If the Partnership fails to fulfill any of its obligations under Section 12.7(a)(i) and/or Section 12.7(a)(ii) within the time periods set forth therein, at any time thereafter upon written notice from the Special Limited Partner, the General Partner shall appoint replacement Auditors. If no such notice from the Special Limited Partner that a change in the identity of the Auditors is delivereddesired, the Consent General Partners, on behalf of the Partnership, shall promptly terminate the Partnership's engagement of the Auditors, and the prior written consent of the Special Limited Partner must be received to the appointment of replacement Auditors. If no such consent is received to the General Partner fails to appoint appointment of replacement Auditors within thirty (30) days of the notice from the Special Limited Partner to replace the Auditors, then the Special Limited Partner shall appoint replacement Auditors of its own choosing, the cost of which shall be borne by the Partnership as a Partnership expense. All of the Partners hereby grant to the Special Limited Partner a special power of attorney, irrevocable to the extent permitted by law, coupled with an interest, to so appoint replacement Auditors and to anything else which in the judgment view of the Special Limited Partner may be necessary or appropriate to accomplish the purposes of this Section 12.3(c). (d) On or prior to the date which is thirty (30) days after the Admission Date, the General Partner shall cause the Partnership (i) in writing, to engage the Auditors to perform the services required herein and (ii) to deliver to the Investment Limited Partner copies of all such engagement letters and agreements.

Auditors. (a) The Auditors shall prepare, for execution by the General Partner, all tax returns of the Partnership. Prior to the filing of the Partnership tax returns, and in no event later than February 1 15 of each Fiscal Year, the Auditors shall deliver the tax returns for the prior Fiscal Year to the Tax Accountants for their review and comment. If a dispute arises between the Auditors and the Tax Accountants over the proper preparation of the tax returns and such dispute cannot be resolved by the Auditors and the Tax Accountants by March 1 of such Fiscal Year, then the Tax Accountants shall make the final decision with respect to whether any changes are necessary. The Partnership shall reimburse the Investment Limited Partner Partners and its their Affiliates for all costs and expenses paid to the Tax Accountants for the aforementioned services. (b) The Auditors shall certify all annual financial reports to the Partners in accordance with generally accepted auditing standards. (c) If the Partnership fails to fulfill any of its obligations under Section 12.7(a)(i) and/or Section 12.7(a)(ii) within the time periods set forth therein, at any time thereafter upon written notice from the Special Limited Partner, the General Partner shall appoint replacement Auditors. If no such notice from the Special Limited Partner is delivered, the Consent of the Special Limited Partner must be received to the appointment of replacement Auditors. If the General Partner fails to appoint replacement Auditors within thirty (30) days of the notice from the Special Limited Partner to replace the Auditors, then the Special Limited Partner shall appoint replacement Auditors of its own choosing, the cost of which shall be borne by the Partnership as a Partnership expense. All of the Partners hereby grant to the Special Limited Partner a special power of attorney, irrevocable to the extent permitted by law, coupled with an interest, to so appoint replacement Auditors and to anything else which in the judgment of the Special Limited Partner may be necessary or appropriate to accomplish the purposes of this Section 12.3(c). (d) On or prior to the date which is thirty (30) days after the Admission Date, the General Partner shall cause the Partnership (i) in writing, to engage the Auditors to perform the services required herein and (ii) to deliver to the Investment Limited Partner Partners copies of all such engagement letters and agreements.

Auditors. (a) The Auditors shall prepare, for execution by the General Partner, all tax returns of the Partnership. Prior to the filing of the Partnership tax returns, and in no event later than February 1 15 of each Fiscal Year, the Auditors shall deliver the tax returns for the prior Fiscal Year to the Tax Accountants for their review and comment. If a dispute arises between the Auditors and the Tax Accountants over the proper preparation of the tax returns and such dispute cannot be resolved by the Auditors and the Tax Accountants by March 1 of such Fiscal Year, then the Tax Accountants shall make the final decision with respect to whether any changes are necessary. The Partnership shall reimburse the Investment Limited Partner and its Affiliates for all costs and expenses paid to the Tax Accountants for the aforementioned services. (b) The Auditors shall certify audit all annual financial reports to the Partners in accordance with generally accepted auditing standards. (c) If the Partnership fails to fulfill any of its obligations under Section 12.7(a)(i) and/or Section 12.7(a)(ii) within the time periods set forth therein, at any time thereafter upon written notice from the Special Limited Partner, the General Partner shall appoint replacement Auditors. If no such notice from the Special Limited Partner is delivered, the Consent of the Special Limited Partner must be received to the appointment of replacement Auditors. If the General Partner fails to appoint replacement Auditors within thirty (30) days of the notice from the Special Limited Partner to replace the Auditors, then the Special Limited Partner shall appoint replacement Auditors of its own choosing, the cost of which shall be borne by the Partnership as a Partnership expense. All of the Partners hereby grant to the Special Limited Partner a special power of attorney, irrevocable to the extent permitted by law, coupled with an interest, to so appoint replacement Auditors and to anything else which in the judgment of the Special Limited Partner may be necessary or appropriate to accomplish the purposes of this Section 12.3(c). (d) On or prior to the date which is thirty (30) days after the Admission Date, the General Partner shall cause the Partnership (i) in writing, to engage the Auditors to perform the services required herein and (ii) to deliver to the Investment Limited Partner copies of all such engagement letters and agreements.

Auditors. (a) The Auditors shall prepare, for execution by the General PartnerPartners, all tax returns of the Partnership. Prior to the filing of the Partnership tax returns, and in no event later than February 1 20 of each Fiscal Yearyear, the Auditors shall deliver the tax returns for the prior Fiscal Year such year to the Tax Accountants for their review and comment. If a dispute arises between the Auditors and the Tax Accountants over the proper preparation of the tax returns and such dispute cannot be resolved by the Auditors and the Tax Accountants by March 1 of such Fiscal Yearyear, then the Tax Accountants shall make the final decision with respect to on whether any changes are necessary. The Partnership shall reimburse the Investment Limited Partner and its Affiliates BCCLP for all costs and expenses paid to the Tax Accountants for the aforementioned services. (b) The Auditors shall annually review FmHA 19308 reports to the Partners and audit and certify all annual financial reports to the Partners Partners, both in accordance with generally accepted auditing standards. (c) If the Partnership fails to fulfill any of its obligations under Section 12.7(a)(i) and/or Section 12.7(a)(ii) within the time periods set forth therein, at any time thereafter upon written notice from the Special Limited Partner, the General Partner shall appoint replacement Auditors. If no such notice from the Special Limited Partner that a change in the identity of the Auditors is delivereddesired, the Consent General Partners, on behalf of the Partnership, shall promptly terminate the Partnership's engagement of the Auditors, and the prior written consent of the Special Limited Partner must be received to the appointment of replacement Auditors. If no such consent is received to the General Partner fails to appoint appointment of replacement Auditors within thirty (30) days of the notice from the Special Limited Partner to replace the Auditors, then the Special Limited Partner shall appoint replacement Auditors of its own choosing, the cost of which shall be borne by the Partnership as a Partnership expenseexpense as approved by FmHA. All of the Partners hereby grant to the Special Limited Partner a special power of attorney, irrevocable to the extent permitted by law, coupled with an interest, to so appoint replacement Auditors and to anything else which in the judgment view of the Special Limited Partner may be necessary or appropriate to accomplish the purposes of this Section 12.3(c). (d) On or prior to the date which is thirty (30) days after the Admission Date, the General Partner shall cause the Partnership (i) in writing, to engage the Auditors to perform the services required herein and (ii) to deliver to the Investment Limited Partner copies of all such engagement letters and agreements.

Auditors. (a) The Auditors shall prepare, for execution by the General PartnerPartners, all tax returns of the Partnership. Prior to the filing of the Partnership tax returns, and in no event later than February 1 of each Fiscal Yearyear, the Auditors shall deliver the tax returns for the prior Fiscal Year such year to the Tax Accountants for their review and comment. If a dispute arises between the Auditors and the Tax Accountants over the proper preparation of the tax returns and such dispute cannot be resolved by the Auditors and the Tax Accountants by March 1 of such Fiscal Yearyear, then the Tax Accountants shall make the final decision with respect to on whether any changes are necessary. The Partnership shall reimburse the Investment Limited Partner and its Affiliates for all costs and expenses paid to the Tax Accountants for the aforementioned services. (b) The Auditors shall audit and certify all annual financial reports to the Partners in accordance with generally accepted auditing standards. (c) If the Partnership fails to fulfill any of its obligations under Section 12.7(a)(i) and/or Section 12.7(a)(ii) within the time periods set forth therein, at any time thereafter upon written notice from the Special Limited Partner, the General Partner shall appoint replacement Auditors. If no such notice from the Special Limited Partner that a change in the identity of the Auditors is delivereddesired, the Consent General Partners, on behalf of the Partnership, shall promptly terminate the Partnership's engagement of the Auditors, and the prior written consent of the Special Limited Partner must be received to the appointment of replacement Auditors. If no such consent is received to the General Partner fails to appoint appointment of replacement Auditors within thirty (30) days of the notice from the Special Limited Partner to replace the Auditors, then the Special Limited Partner shall appoint replacement Auditors of its own choosing, the cost of which shall be borne by the Partnership as a Partnership expense. All of the Partners hereby grant to the Special Limited Partner a special power of attorney, irrevocable to the extent permitted by law, coupled with an interest, to so appoint replacement Auditors and to anything else which in the judgment view of the Special Limited Partner may be necessary or appropriate to accomplish the purposes of this Section 12.3(c). (d) On or prior to the date which is thirty (30) days after the Admission Date, the General Partner shall cause the Partnership (i) in writing, to engage the Auditors to perform the services required herein and (ii) to deliver to the Investment Limited Partner copies of all such engagement letters and agreements.

Auditors. (a) The Auditors shall prepare, for execution by the Managing General Partner, all tax returns of the Partnership. Prior to the filing of the Partnership tax returns, and in no event later than February 1 of each Fiscal Yearyear, the Auditors shall deliver the tax returns for the prior Fiscal Year such year to the Tax Accountants for their review and comment. If a dispute arises between the Auditors and the Tax Accountants over the proper preparation of the tax returns and such dispute cannot be resolved by the Auditors and the Tax Accountants by March 1 of such Fiscal Yearyear, then the Tax Accountants shall make the final decision with respect to on whether any changes are necessary. The Partnership shall reimburse the Investment Limited Partner and its Affiliates BCCLP for all costs and expenses paid to the Tax Accountants for the aforementioned services. (b) The Auditors shall audit and certify all annual financial reports to the Partners in accordance with generally accepted auditing standards. (c) If the Partnership fails to fulfill any of its obligations under Section 12.7(a)(i) and/or Section 12.7(a)(ii) within the time periods set forth therein, at any time thereafter upon written notice from the Special Limited Partner, the General Partner shall appoint replacement Auditors. If no such notice from the Special Limited Partner that a change in the identity of the Auditors is delivereddesired, the Consent Managing General Partner, on behalf of the Partnership, shall promptly terminate the Partnership's engagement of the Auditors, and the written consent of the Special Limited Partner must be received to the appointment of replacement Auditors. If no such consent is received to the General Partner fails to appoint appointment of replacement Auditors within thirty (30) days of the notice from the Special Limited Partner to replace the Auditors, then the Special Limited Partner shall appoint replacement Auditors of its own choosing, the cost of which shall be borne by the Partnership as a Partnership expense. All of the Partners hereby grant to the Special Limited Partner a special power of attorney, irrevocable to the extent permitted by law, coupled with an interest, to so appoint replacement Auditors and to do anything else which in the judgment view of the Special Limited Partner may be necessary or appropriate to accomplish the purposes of this Section 12.3(c). (d) On or prior to the date which is thirty (30) days after the Admission Date, the General Partner shall cause the Partnership (i) in writing, to engage the Auditors to perform the services required herein and (ii) to deliver to the Investment Limited Partner copies of all such engagement letters and agreements.

Auditors. (a) The Auditors shall prepare, for execution by the General Partner, all tax returns of the Partnership. Prior to the filing of the Partnership tax returns, and in no event later than February 1 15 of each Fiscal Year, the Auditors shall deliver the tax returns for the prior Fiscal Year to the Tax Accountants for their review and comment. If a dispute arises between the Auditors and the Tax Accountants over the proper preparation of the tax returns and such dispute cannot be resolved by the Auditors and the Tax Accountants by March 1 of such Fiscal Year, then the Tax Accountants shall make the final decision with respect to whether any changes are necessary. The Partnership shall reimburse the Investment Limited Partner and its Affiliates for all costs and expenses paid to the Tax Accountants for the aforementioned services. (b) The Auditors shall certify all annual financial reports to the Partners in accordance with generally accepted auditing standards. (c) If the Partnership fails to fulfill any of its obligations under Section 12.7(a)(i) and/or Section 12.7(a)(ii) within the time periods set forth therein, at any time thereafter upon written notice from the Special Limited Partner, the General Partner shall appoint replacement Auditors. If no such notice from the Special Limited Partner is delivered, the Consent of the Special Limited Partner must be received to the appointment of replacement Auditors. If the General Partner fails to appoint replacement Auditors within thirty (30) days of the notice from the Special Limited Partner to replace the Auditors, then the Special Limited Partner shall appoint replacement Auditors of its own choosing, the cost of which shall be borne by the Partnership as a Partnership expense. All of the Partners hereby grant to the Special Limited Partner a special power of attorney, irrevocable to the extent permitted by law, coupled with an interest, to so appoint replacement Auditors and to anything else which in the judgment of the Special Limited Partner may be necessary or appropriate to accomplish the purposes of this Section 12.3(c). (d) On or prior to the date which is thirty (30) days after the Admission Date, the General Partner shall cause the Partnership (i) in writing, to engage the Auditors to perform the services required herein and (ii) to deliver to the Investment Limited Partner copies of all such engagement letters and agreements.

Auditors. (a) The Auditors shall prepare, for execution by the General PartnerPartners, all tax returns of the Partnership. Prior to the filing of the Partnership tax returns, and in no event later than February 1 of each Fiscal Yearyear, the Auditors shall deliver the tax returns for the prior Fiscal Year such year to the Tax Accountants for their review and comment. If a dispute arises between the Auditors and the Tax Accountants over the proper preparation of the tax returns and such dispute cannot be resolved by the Auditors and the Tax Accountants by March 1 of such Fiscal Yearyear, then the Tax Accountants shall make the final decision with respect to on whether any changes are necessary. The Partnership shall reimburse the Investment Limited Partner and its Affiliates BCCLP for all costs and expenses paid to the Tax Accountants for the aforementioned services. (b) The Auditors shall certify compile all annual financial reports to the Partners in accordance with generally accepted auditing standards. (c) If the Partnership fails to fulfill any of its obligations under Section 12.7(a)(i) and/or Section 12.7(a)(ii) within the time periods set forth therein, at any time thereafter upon written notice from the Special Limited Partner, the General Partner shall appoint replacement Auditors. If no such notice from the Special Limited Partner that a change in the identity of the Auditors is delivereddesired, the Consent General Partners, on behalf of the Partnership, shall promptly terminate the Partnership's engagement of the Auditors, and the prior written consent of the Special Limited Partner must be received to the appointment of replacement Auditors. If no such consent is received to the General Partner fails to appoint appointment of replacement Auditors within thirty (30) days of the notice from the Special Limited Partner to replace the Auditors, then the Special Limited Partner shall appoint replacement Auditors of its own choosing, the cost of which shall be borne by the Partnership as a Partnership expense. All of the Partners hereby grant to the Special Limited Partner a special power of attorney, irrevocable to the extent permitted by law, coupled with an interest, to so appoint replacement Auditors and to anything else which in the judgment view of the Special Limited Partner may be necessary or appropriate to accomplish the purposes of this Section 12.3(c). (d) On or prior to the date which is thirty (30) days after the Admission Date, the General Partner shall cause the Partnership (i) in writing, to engage the Auditors to perform the services required herein and (ii) to deliver to the Investment Limited Partner copies of all such engagement letters and agreements.

Auditors. (a) The Auditors shall prepare, for execution by the General Partner, all tax returns of the Partnership. Prior to the filing of the Partnership tax returns, and in no event later than February 1 of each Fiscal Year, the Auditors shall deliver the tax returns for the prior Fiscal Year to the Tax Accountants for their review and comment. If a dispute arises between the Auditors and the Tax Accountants over the proper preparation of the tax returns and such dispute cannot be resolved by the Auditors and the Tax Accountants by March 1 of such Fiscal Year, then the Tax Accountants shall make the final decision with respect to whether any changes are necessary. The Partnership shall reimburse the Investment Limited Partner and its Affiliates for all costs and expenses paid to the Tax Accountants for the aforementioned services. (b) The Auditors shall certify all annual financial reports to the Partners in accordance with generally accepted auditing standards. (c) If the Partnership fails to fulfill any of its obligations under Section 12.7(a)(i) and/or Section 12.7(a)(ii) within the time periods set forth therein, at any time thereafter upon written notice from the Special Limited Partner, the General Partner shall appoint replacement Auditors. If no such notice from the Special Limited Partner is delivered, the Consent of the Special Limited Partner must be received to the appointment of replacement Auditors. If the General Partner fails to appoint replacement Auditors within thirty (30) days of the notice from the Special Limited Partner to replace the Auditors, then the Special Limited Partner shall appoint replacement Auditors of its own choosing, the cost of which shall be borne by the Partnership as a Partnership expense. All of the Partners hereby grant to the Special Limited Partner a special power of attorney, irrevocable to the extent permitted by law, coupled with an interest, to so appoint replacement Auditors and to anything else which in the judgment of the Special Limited Partner may be necessary or appropriate to accomplish the purposes of this Section 12.3(c). (d) On or prior to the date which is thirty (30) days after the Admission Date, the General Partner shall cause the Partnership Partnership (i) in writing, to engage the Auditors to perform the services required herein and (ii) to deliver to the Investment Limited Partner copies of all such engagement letters and agreements.