Common use of CERTAIN INFORMATION CONCERNING THE PARTNERSHIP Clause in Contracts

CERTAIN INFORMATION CONCERNING THE PARTNERSHIP. Information included herein concerning the Partnership is derived from the Partnership and its publicly filed reports. Additional financial and other information concerning the Partnership is contained in the Partnership's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the Commission. Such reports and other documents may be examined and copies may be obtained from the public reference facilities maintained at the principal offices of the Commission at 000 Xxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, at the regional offices of the Commission located at 0 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 xxx 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, and at the Commission's World Wide Web site at xxxx://xxx.xxx.xxx. Copies should be available by mail upon payment of the Commission's customary charges by writing to the Commission's principal offices at 000 Xxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. The Purchaser did not prepare any information included in such reports and extracted in this Offer to Purchase and the Purchaser makes no representation as to the accuracy or completeness of such information. The Partnership's Assets and Business The Partnership is a limited partnership formed in 1995, under the laws of the State of Delaware. Its principal executive offices are located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Its telephone number is (212) 421-5333. The Partnership's fiscal year ends March 31st. The Partnership was formed to invest, as a limited partner, in other limited partnerships (referred to herein as "Local Partnerships" or "Subsidiary Partnerships") each of which owns one or more leveraged low-income multifamily residential complexes ("Apartment Complexes") that are eligible for the low-income housing tax credit ("Housing Tax Credit") enacted in the Tax Reform Act of 1986, some of which are eligible for the historic rehabilitation tax credit ("Historic Tax Credit"). Some of the Apartment Complexes benefit from one or more other forms of federal or state housing assistance. Except for the interest owned by the Partnership in one Local Partnership (where the Partnership owns 58.12% of the partnership interests), the Partnership's investment in each Local Partnership represents from 95% to 99.89% of the partnership interests in each Local Partnership. According to the Partnership's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1998 (the "Form 10-Q"), as of June 30, 1998, the Partnership had acquired an interest in 10 Local Partnerships. According to the Form 10-Q, the Partnership anticipates making additional investments in Local Partnerships in the future. According to the Form 10-K, the stated investment objectives of the Partnership are to: 1. Entitle qualified BACs holders to Housing Tax Credits over the Credit Period (as defined below) with respect to each Apartment Complex; 2. Preserve and protect the Partnership's capital; 3. Participate in any capital appreciation in value of the Apartment Complexes and provide distributions of sale or refinancing proceeds upon the disposition of the Apartment Complexes; and 4. Allocate passive losses to individual BACs holders to offset passive income that they may realize from rental real estate investments and other passive activities, and allocate passive losses to corporate BACs holders to offset business income. According to the Form 10-K, one of the Partnership's objectives is to entitle qualified BACs holders to Housing Tax Credits over the period of the Partnership's entitlement to claim such Tax Credits (for each Apartment Complex, generally ten years from the date of investment or, if later, the date the Apartment Complex is placed in service; referred to herein as the "Credit Period"). Each of the Local Partnerships in which the Partnership has acquired an interest has been allocated by the relevant state credit agency the authority to recognize Housing Tax Credits during the Credit Period provided that the Local Partnership satisfies the rent restriction, minimum set-aside and other requirements for recognition of the Housing Tax Credits at all times during such period. Once a Local Partnership has become eligible to recognize Housing Tax Credits, it may lose such eligibility and suffer an event of "recapture" if its property fails to remain in compliance with the Housing Tax Credit requirements. According to the Form 10-K, none of the Local Partnerships in which the Partnership has acquired an interest has suffered an event of recapture. According to the Form 10-K, as of March 31, 1998, there can be no assurance that the Partnership will achieve its investment objectives as described above. According to the Form 10-K, the Partnership and BACs holders began to recognize Housing Tax Credits with respect to an Apartment Complex when the Credit Period for such Apartment Complex commenced. Because of the time required for the acquisition, completion and rent-up of Apartment Complexes, the amount of Tax Credits per BAC will, in all likelihood, gradually increase over the first five years of the Partnership. Housing Tax Credits not recognized in the first three years will be recognized in the 11th through 13th years. According to the Form 10-K, the Partnership generated $1,267,926, $299,899 and $42,668 Housing Tax Credits and no Historic Tax Credits during the 1997, 1996 and 1995 tax years, respectively. Attached to this Offer to Purchase as Schedule II is a schedule of the Local Partnerships (the "Local Partnership Schedule"), including certain information concerning their respective Apartment Complexes. Attached to this Offer to Purchase as Schedule III is additional information concerning these Local Partnerships and their Apartment Complexes, including information relating to mortgage encumbrances and accumulated depreciation. The information set forth in Schedules II and III includes information provided by the Partnership and also repeats information set forth in the Form 10-K. According to the Form 10-K, the General Partner has generally required in connection with investments in development-stage Apartment Complexes that the general partners of the Local Partnerships (the "Local General Partners") provide completion guarantees and/or undertake to repurchase the Partnership's interest in the Local Partnership if construction or rehabilitation is not completed substantially on time or on budget ("Development Deficit Guarantees"). The Development Deficit Guarantees have generally also required the Local General Partner to provide any funds necessary to cover net operating deficits of the Local Partnership until such time as the Apartment Complex has achieved break-even operations. In addition, the General Partner has generally required that the Local General Partners undertake an obligation to fund operating deficits of the Local Partnership (up to a stated maximum amount) during a limited period of time (typically three to five years) following the achievement of break-even operations ("Operating Deficit Guarantees"). Under the terms of the Development and Operating Deficit Guarantees, amounts funded will be treated as operating loans which will not bear interest and which will be repaid only out of 50% of available cash flow or out of available net sale or refinancing proceeds. In some instances, the Local General Partners are required to undertake an obligation to comply with a Rent-Up Guaranty Agreement, whereby the Local General Partner agrees to pay liquidating damages if predetermined occupancy rates are not achieved. These payments are made without right of repayment. In cases where the General Partner deems it appropriate, the obligations of a Local General Partner under the Development Deficit, Operating Deficit and/or Rent-Up Guarantees are secured by letters of credit and/or cash escrow deposits. See "Liquidity and Capital Resources" below. According to the Form 10-K, all leases at the Properties are generally for periods not exceeding one to two years and no tenant occupies more than 10% of the rentable square footage. Rent from commercial tenants (to which average rental per square foot applies) comprise less than 5% of the rental revenues of the Partnership. Rents for the residential units are determined annually by HUD and reflect increases in consumer price indexes in various geographic areas. According to the Form 10-K, management of the Partnership continuously reviews the physical state of the properties and budgets improvements when required, which are generally funded from cash flow from operations or release of replacement reserve escrows. No improvements are expected to require additional financing. According to the Form 10-K, management of the Partnership continuously reviews the insurance coverage of the properties and believes such coverage is adequate. Real estate taxes are calculated using rates and assessed valuations determined by the township or city in which the property is located. Such taxes have approximated 1% of the aggregate cost of the Apartment Complexes. Selected Financial Data. Set forth below is a summary of certain financial data for the Partnership which has been excerpted from the Form 10-K and Form 10-Q. More comprehensive financial and other information is included in such reports and other documents filed by the Partnership with the Commission, and the following summary is qualified in its entirety by reference to such reports and other documents and all the financial information and related notes contained therein. Independence Tax Credit Plus X.X. XX and Subsidiaries Consolidated Statements of Operations For the Years Ended March 31, 1998, 1997 and 1996 (audited)

CERTAIN INFORMATION CONCERNING THE PARTNERSHIP. Information included herein concerning the Partnership is derived from the Partnership and its publicly filed reports. Additional financial and other information concerning the Partnership is contained in the Partnership's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the Commission. Such reports and other documents may be examined and copies may be obtained from the public reference facilities maintained at the principal offices of the Commission at 000 Xxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, at the regional offices of the Commission located at 0 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 xxx 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, and at the Commission's World Wide Web site at xxxx://xxx.xxx.xxx. Copies should be available by mail upon payment of the Commission's customary charges by writing to the Commission's principal offices at 000 Xxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. The Purchaser did not prepare any information included in such reports and extracted in this Offer to Purchase and the Purchaser makes no representation as to the accuracy or completeness of such information. The Partnership's Assets and Business The Partnership is a limited partnership formed in 19951993, under the laws of the State of Delaware. Its principal executive offices are located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Its telephone number is (212) 421-5333. The Partnership's fiscal year ends March 31st. The Partnership was formed to invest, as a limited partner, in other limited partnerships (referred to herein as "Local Partnerships" or "Subsidiary Partnerships") each of which owns one or more leveraged low-income multifamily residential complexes ("Apartment Complexes") that are eligible for the low-income housing tax credit ("Housing Tax Credit") enacted in the Tax Reform Act of 1986, some of which are eligible for the historic rehabilitation tax credit ("Historic Tax Credit"). Some of the Apartment Complexes benefit from one or more other forms of federal or state housing assistance. Except for the interest owned by the Partnership in one Local Partnership (where the Partnership owns 58.1241.86% of the partnership interests), the Partnership's investment Partnership has invested in each Local Partnership represents from 95either 98.99% to or 99.89% of the partnership interests in each Local Partnership. According to the Partnership's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1998 (the "Form 10-Q")K, as of June 30March 31, 1998, the Partnership had acquired an interest in 10 20 Local Partnerships. According to the Form 10-QK, the Partnership anticipates does not anticipate making additional investments in the future. Independence SLP III L.P. ("Independence SLP") is the special limited partner in all 20 Local Partnerships and is an affiliate of the General Partner. Independence SLP has certain rights and obligations in its role as special limited partner which permit Independence SLP to exercise control over the futuremanagement and policies of the Local Partnerships. According to the Form 10-K, the stated investment objectives of the Partnership are to: 1. Entitle qualified BACs holders to Housing Tax Credits over the Credit Period (as defined below) with respect to each Apartment Complex; 2. Preserve and protect the Partnership's capital; 3. Participate in any capital appreciation in value of the Apartment Complexes and provide distributions of sale or refinancing proceeds upon the disposition of the Apartment Complexes; and 4. Allocate passive losses to individual BACs holders to offset passive income that they may realize from rental real estate investments and other passive activities, and allocate passive losses to corporate BACs holders to offset business income. According to the Form 10-K, one of the Partnership's objectives is to entitle qualified BACs holders to Housing Tax Credits over the period of the Partnership's entitlement to claim such Tax Credits (for each Apartment Complex, generally ten years from the date of investment or, if later, the date the Apartment Complex is placed in service; referred to herein as the "Credit Period"). Each of the Local Partnerships in which the Partnership has acquired an interest has been allocated by the relevant state credit agency the authority to recognize Housing Tax Credits during the Credit Period provided that the Local Partnership satisfies the rent restriction, minimum set-aside and other requirements for recognition of the Housing Tax Credits at all times during such period. Once a Local Partnership has become eligible to recognize Housing Tax Credits, it may lose such eligibility and suffer an event of "recapture" if its property fails to remain in compliance with the Housing Tax Credit requirements. According to the Form 10-K, none of the Local Partnerships in which the Partnership has acquired an interest has suffered an event of recapture. According to the Form 10-K, as of March 31, 1998, there can be no assurance that the Partnership will achieve its investment objectives as described above. According to the Form 10-K, the Partnership and BACs holders began to recognize Housing Tax Credits with respect to an Apartment Complex when the Credit Period for such Apartment Complex commenced. Because of the time required for the acquisition, completion and rent-up of Apartment Complexes, the amount of Tax Credits per BAC will, in all likelihood, gradually increase increased over the first five years of the Partnership. Housing Tax Credits not recognized in the first three years will be recognized in the 11th through 13th 15th years. According to the Form 10-K, the Partnership generated $1,267,9263,683,727, $299,899 2,386,725 and $42,668 920,294 Housing Tax Credits and no $0, $0 and $1,451,336 Historic Tax Credits during the 1997, 1996 and 1995 tax years, respectively. According to the Form 10-K and information provided by the Partnership, the Partnership holds a 98.99% or 99.89% limited partnership interest in 19 of the 20 Local Partnerships and a 41.86% interest in 1 Local Partnership. Attached to this Offer to Purchase as Schedule II is a schedule of the these Local Partnerships (the "Local Partnership Schedule"), including certain information concerning their respective Apartment Complexes. Attached to this Offer to Purchase as Schedule III is additional information concerning these Local Partnerships and their Apartment Complexes, including information relating to mortgage encumbrances and accumulated depreciation. The information set forth in Schedules II and III includes information provided by the Partnership and also repeats information set forth in the Form 10-K. According to the Form 10-K, the General Partner has generally required in connection with investments in development-stage Apartment Complexes that the general partners of the Local Partnerships (the "Local General Partners") provide completion guarantees and/or undertake to repurchase the Partnership's interest in the Local Partnership if construction or rehabilitation is not completed substantially on time or on budget ("Development Deficit Guarantees"). The Development Deficit Guarantees have generally also required the Local General Partner to provide any funds necessary to cover net operating deficits of the Local Partnership until such time as the Apartment Complex has achieved break-even operations. In addition, the General Partner has generally required that the Local General Partners undertake an obligation to fund operating deficits of the Local Partnership (up to a stated maximum amount) during a limited period of time (typically three to five years) following the achievement of break-even operations ("Operating Deficit Guarantees"). Under the terms of the Development and Operating Deficit Guarantees, amounts funded will be treated as operating loans which will not bear interest and which will be repaid only out of 50% of available cash flow or out of available net sale or refinancing proceeds. In some instances, the Local General Partners are required to undertake an obligation to comply with a Rent-Up Guaranty Agreement, whereby the Local General Partner agrees to pay liquidating damages if predetermined occupancy rates are not achieved. These payments are made without right of repayment. In cases where the General Partner deems it appropriate, the obligations of a Local General Partner under the Development Deficit, Operating Deficit and/or Rent-Up Guarantees are secured by letters of credit and/or cash escrow deposits. See "Liquidity and Capital Resources" below. According to the Form 10-K, all leases at the Properties are generally for periods not exceeding one to two years and no tenant occupies more than 10% of the rentable square footage. Rent from commercial tenants (to which average rental per square foot applies) comprise less than 5% of the rental revenues of the Partnership. Rents for the residential units are determined annually by HUD and reflect increases in consumer price indexes in various geographic areas. According to the Form 10-K, management of the Partnership continuously reviews the physical state of the properties and budgets improvements when required, which are generally funded from cash flow from operations or release of replacement reserve escrows. No improvements are expected to require additional financing. According to the Form 10-K, management of the Partnership continuously reviews the insurance coverage of the properties and believes such coverage is adequate. Real estate taxes are calculated using rates and assessed valuations determined by the township or city in which the property is located. Such taxes have approximated 1% of the aggregate cost of the Apartment Complexes. Selected Financial Data. Set forth below is a summary of certain financial data for the Partnership which has been excerpted from the Form 10-K and Form 10-Q. More comprehensive financial and other information is included in such reports and other documents filed by the Partnership with the Commission, and the following summary is qualified in its entirety by reference to such reports and other documents and all the financial information and related notes contained therein. Independence Tax Credit Plus X.X. XX and Subsidiaries Consolidated Statements of Operations For the Years Ended March 31, 1998, 1997 and 1996 (audited).

CERTAIN INFORMATION CONCERNING THE PARTNERSHIP. Information included herein concerning the Partnership is derived from the Partnership and its publicly publicly-filed reports. Additional financial and other information concerning the Partnership is contained in the Partnership's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the Commission. Such reports and other documents may be examined and copies may be obtained from the public reference facilities maintained at the principal offices of the Commission at 000 Xxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, at the regional offices of the Commission located at 0 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 xxx 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, and at the Commission's World Wide Web site at xxxx://xxx.xxx.xxx. Copies should be available by mail upon payment of the Commission's customary charges by writing to the Commission's principal offices at 000 Xxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. The Purchaser did not prepare disclaims any responsibility for the information included in such reports and extracted in this Offer to Purchase and the Purchaser makes no representation as to the accuracy or completeness of such informationPurchase. The Partnership's Assets and Business The Partnership is a limited partnership formed in 19951989, under the laws of the State of Delaware. Its principal executive offices are located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Its telephone number is (212) 421-5333. The Partnership's fiscal year ends March 31st. The Partnership was formed to invest, as a limited partner, in other limited partnerships (referred to herein as "Local Partnerships" or "Subsidiary Partnerships") each of which owns one or more leveraged low-income multifamily residential complexes ("Apartment Complexes") that are eligible for the low-income housing tax credit ("Housing Tax Credit") enacted in the Tax Reform Act of 1986, some of which are eligible for the historic rehabilitation tax credit ("Historic Rehabilitation Tax Credit"). Some of the Apartment Complexes benefit from one or more other forms of federal or state housing assistance. Except for the interest owned by the Partnership in one Local Partnership (where the Partnership owns 58.12% of the partnership interests), the The Partnership's investment in each Local Partnership represents from 9598% to 99.8999% of the partnership interests in each the Local Partnership. According to the Partnership's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1998 (the "Form 10-Q"), as of June 30, 1998, the Partnership had acquired an interest in 10 Local Partnerships. According to the Form 10-Q, as of June 30, 1997, the Partnership anticipates had acquired an interest in 42 Local Partnerships. The Partnership does not anticipate making any additional investments investments. Freedom SLP L.P. ("Freedom SLP") is the special limited partner in all 42 Local Partnerships and is an affiliate of each General Partner of the Partnership. Freedom SLP has certain rights and obligations in its role as special limited partner which permit Freedom SLP to execute control over the futuremanagement and policies of the Local Partnerships. According to the Form 10-K, the stated investment objectives of the Partnership are to: 1. Entitle qualified BACs holders to Housing Tax Credits over the Credit Period (as defined below) with respect to each Apartment Complex; 2. Preserve and protect the Partnership's capital; 3. Participate in any capital appreciation in value of the Apartment Complexes and provide distributions of sale or refinancing proceeds upon the disposition of the Apartment Complexes; and 4. Allocate passive losses to individual BACs holders to offset passive income that they may realize from rental real estate investments and other passive activities, and allocate passive losses to corporate BACs holders to offset business income. According to the Form 10-K, one of the Partnership's objectives is to entitle qualified BACs holders to Housing Tax Credits over the period of the Partnership's entitlement to claim such Tax Credits (for each Apartment Complex, generally ten years from the date of investment or, if later, the date the Apartment Complex is placed in service; referred to herein as the "Credit Period"). Each of the Local Partnerships in which the Partnership has acquired an interest has been allocated by the relevant state credit agency the authority to recognize Housing Tax Credits during the Credit Period provided that the Local Partnership satisfies the rent restriction, minimum set-aside and other requirements for recognition of the Housing Tax Credits at all times during such period. Once a Local Partnership has become eligible to recognize Housing Tax Credits, it may lose such eligibility and suffer an event of "recapture" if its property fails to remain in compliance with the Housing Tax Credit requirements. According to the Form 10-K, none of the Local Partnerships in which the Partnership has acquired an interest has suffered an event of recapture. According to the Form 10-K, the Partnership continues to meet its primary objective of generating Housing Tax Credits. Housing Tax Credits are generated by an Apartment Complex over a ten-year period commencing as each Apartment Complex is leased to qualified tenants. According to the Form 10-K, during the years ended March 31, 1997, 1996 and 1995, the Housing Tax Credits received by the Partnership totaled $11,208,966, $11,208,869, and $11,208,869, respectively. According to the Form 10-K there were no Historic Tax Credits received in the years ended March 31, 1997, 1996 and 1995. According to the Form 10-K, as of March 31, 19981997, there can be no assurance that the Partnership will achieve its investment objectives as described above. According to the Form 10-K, the Partnership holds a 99%, 98.99% and BACs holders began to recognize Housing Tax Credits with respect to an Apartment Complex when the Credit Period for such Apartment Complex commenced. Because of the time required for the acquisition98% limited partnership interest in nine, completion 10 and rent-up of Apartment Complexes, the amount of Tax Credits per BAC will, in all likelihood, gradually increase over the first five years of the Partnership. Housing Tax Credits not recognized in the first three years will be recognized in the 11th through 13th years. According to the Form 10-K, the Partnership generated $1,267,926, $299,899 and $42,668 Housing Tax Credits and no Historic Tax Credits during the 1997, 1996 and 1995 tax years23 Local Partnerships, respectively. Attached to this Offer to Purchase as Schedule II is a schedule of the these Local Partnerships (the "Local Partnership Schedule"), including certain information concerning their respective Apartment Complexes. Attached to this Offer to Purchase as Schedule III is additional information concerning these Local Partnerships and their Apartment Complexes, including information relating to mortgage encumbrances and accumulated depreciation. The information set forth in Schedules II and III includes information provided by the Partnership and also repeats information set forth in the Form 10-K. According to the Form 10-K, the General Partner has Partners have generally required in connection with investments in development-stage Apartment Complexes that the general partners of the Local Partnerships (the "Local General Partners") provide completion guarantees and/or undertake to repurchase the Partnership's interest in the Local Partnership if construction or rehabilitation is not completed substantially on time or on budget ("Development Deficit Guarantees"). The Development Deficit Guarantees have expired since the properties are no longer under construction and are in the operating stage. The Development Deficit Guarantees have generally also required the Local General Partner to provide any funds necessary to cover net operating deficits of the Local Partnership until such time as the Apartment Complex has achieved break-even operations. In addition, the General Partner has Partners have generally required that the Local General Partners undertake an obligation to fund operating deficits of the Local Partnership (up to a stated maximum amount) during a limited period of time (typically three to five years) following the achievement of break-even operations ("Operating Deficit Guarantees"). Under the terms of the Development and Operating Deficit Guarantees, amounts funded will be treated as operating loans which will not bear interest and which will be repaid only out of 50% of available cash flow or out of available net sale or refinancing proceeds. In some instances, the Local General Partners are required to undertake an obligation to comply with a Rent-Up Guaranty Agreement, whereby the Local General Partner agrees to pay liquidating damages if predetermined occupancy rates are not achieved. These payments are made without right of repayment. In cases where the General Partner deems Partners deem it appropriate, the obligations of a Local General Partner under the Development Deficit, Deficit and/or Operating Deficit and/or Rent-Up Guarantees are secured by letters of credit and/or cash escrow deposits. See "Liquidity and Capital Resources" below. According to the Form 10-K, all leases at the Properties are generally for periods not exceeding one to two years and no tenant occupies more than 10% of the rentable square footage. Rent from commercial tenants (to which average rental per square foot applies) comprise less than 5% of the rental revenues of the Partnership. Rents for the residential units are determined annually by HUD and reflect increases in consumer price indexes in various geographic areas. According to the Form 10-K, management of the Partnership continuously reviews the physical state of the properties and budgets improvements when required, which are generally funded from cash flow from operations or release of replacement reserve escrows. No improvements are expected to require additional financing. According to the Form 10-K, management of the Partnership continuously reviews the insurance coverage of the properties and believes such coverage is adequate. Real estate taxes are calculated using rates and assessed valuations determined by the township or city in which the property is located. Such taxes have approximated 1% of the aggregate cost of the Apartment Complexes. Selected Financial Data. Set forth below is a summary of certain financial data for the Partnership which has been excerpted from the Form 10-K and Form 10-Q. More comprehensive financial and other information is included in such reports and other documents filed by the Partnership with the Commission, and the following summary is qualified in its entirety by reference to such reports and other documents and all the financial information and related notes contained therein. Independence Tax Credit Plus X.X. XX and Subsidiaries Consolidated Statements of Operations For the Years Ended March 31, 1998, 1997 and 1996 (audited).

CERTAIN INFORMATION CONCERNING THE PARTNERSHIP. Information included herein concerning the Partnership is derived from the Partnership and its publicly filed reports. Additional financial and other information concerning the Partnership is contained in the Partnership's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the Commission. Such reports and other documents may be examined and copies may be obtained from the public reference facilities maintained at the principal offices of the Commission at 000 Xxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, at the regional offices of the Commission located at 0 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 xxx 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, and at the Commission's World Wide Web site at xxxx://xxx.xxx.xxx. Copies should be available by mail upon payment of the Commission's customary charges by writing to the Commission's principal offices at 000 Xxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. The Purchaser did not prepare any information included in such reports and extracted in this Offer to Purchase and the Purchaser makes no representation as to the accuracy or completeness of such information. The Partnership's Assets and Business The Partnership is a limited partnership formed in 19951992, under the laws of the State of Delaware. Its principal executive offices are located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Its telephone number is (212) 421-5333. The Partnership's fiscal year ends March 31st. The Partnership was formed to invest, as a limited partner, in other limited partnerships (referred to herein as "Local Partnerships" or "Subsidiary Partnerships") each of which owns one or more leveraged low-income multifamily residential complexes ("Apartment Complexes") that are eligible for the low-income housing tax credit ("Housing Tax Credit") enacted in the Tax Reform Act of 1986, some of which are eligible for the historic rehabilitation tax credit ("Historic Tax Credit"). Some of the Apartment Complexes benefit from one or more other forms of federal or state housing assistance. Except for the interest owned by the Partnership in one Local Partnership (where the Partnership owns 58.12% of the partnership interests), the The Partnership's investment in each Local Partnership represents from 95% to 99.8998.99% of the partnership interests in each the Local Partnership. According to the Partnership's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1998 (the "Form 10-Q"), as of June 30, 1998, the Partnership had acquired an interest in 10 Local Partnerships. According to the Form 10-Q, as of June 30, 1997, the Partnership anticipates had acquired an interest in 15 Local Partnerships. The Partnership does not anticipate making any additional investments investments. Independence SLP L.P. ("Independence SLP") is the special limited partner in all 15 Local Partnerships and is an affiliate of the General Partner. Independence SLP has certain rights and obligations in its role as special limited partner which permit Independence SLP to exercise control over the futuremanagement and policies of the Local Partnerships. According to the Form 10-K, the stated investment objectives of the Partnership are to: 1. Entitle qualified BACs holders to Housing Tax Credits over the Credit Period (as defined below) with respect to each Apartment Complex; 2. Preserve and protect the Partnership's capital; 3. Participate in any capital appreciation in value of the Apartment Complexes and provide distributions of sale or refinancing proceeds upon the disposition of the Apartment Complexes; and 4. Allocate passive losses to individual BACs holders to offset passive income that they may realize from rental real estate investments and other passive activities, and allocate passive losses to corporate BACs holders to offset business income. According to the Form 10-K, one of the Partnership's objectives is to entitle qualified BACs holders to Housing Tax Credits over the period of the Partnership's entitlement to claim such Tax Credits (for each Apartment Complex, generally ten years from the date of investment or, if later, the date the Apartment Complex is placed in service; referred to herein as the "Credit Period"). Each of the Local Partnerships in which the Partnership has acquired an interest has been allocated by the relevant state credit agency the authority to recognize Housing Tax Credits during the Credit Period provided that the Local Partnership satisfies the rent restriction, minimum set-aside and other requirements for recognition of the Housing Tax Credits at all times during such period. Once a Local Partnership has become eligible to recognize Housing Tax Credits, it may lose such eligibility and suffer an event of "recapture" if its property fails to remain in compliance with the Housing Tax Credit requirements. According to the Form 10-K, none of the Local Partnerships in which the Partnership has acquired an interest has suffered an event of recapture. According to the Form 10-K, as of March 31, 19981997, there can be no assurance that the Partnership will achieve its investment objectives as described above. According to the Form 10-K, the Partnership and BACs holders began to recognize Housing Tax Credits with respect to an Apartment Complex when the Credit Period for such Apartment Complex commenced. Because of the time required for the acquisition, completion and rent-up of Apartment Complexes, the amount of Tax Credits per BAC will, in all likelihood, gradually increase increased over the first five three years of the Partnership. Housing Tax Credits not recognized in the first three years will be recognized in the 11th through 13th years. According to the Form 10-K, the Partnership generated $1,267,9266,399,740, $299,899 3,997,227 and $42,668 624,796 Housing Tax Credits and no $37,112, $619,383 and $1,962,743 Historic Tax Credits during the 19971996, 1996 1995 and 1995 1994 tax years, respectively. According to the Form 10-K, the Partnership holds a 98.99% limited partnership interest in the 15 Local Partnerships. Attached to this Offer to Purchase as Schedule II is a schedule of the these Local Partnerships (the "Local Partnership Schedule"), including certain information concerning their respective Apartment Complexes. Attached to this Offer to Purchase as Schedule III is additional information concerning these Local Partnerships and their Apartment Complexes, including information relating to mortgage encumbrances and accumulated depreciation. The information set forth in Schedules II and III includes information provided by the Partnership and also repeats information set forth in the Form 10-K. According to the Form 10-K, the General Partner has generally required in connection with investments in development-stage Apartment Complexes that the general partners of the Local Partnerships (the "Local General Partners") provide completion guarantees and/or undertake to repurchase the Partnership's interest in the Local Partnership if construction or rehabilitation is not completed substantially on time or on budget ("Development Deficit Guarantees"). The Development Deficit Guarantees have generally also required the Local General Partner to provide any funds necessary to cover net operating deficits of the Local Partnership until such time as the Apartment Complex has achieved break-even operations. In addition, the General Partner has generally required that the Local General Partners undertake an obligation to fund operating deficits of the Local Partnership (up to a stated maximum amount) during a limited period of time (typically three to five years) following the achievement of break-even operations ("Operating Deficit Guarantees"). Under the terms of the Development and Operating Deficit Guarantees, amounts funded will be treated as operating loans which will not bear interest and which will be repaid only out of 50% of available cash flow or out of available net sale or refinancing proceeds. In some instances, the Local General Partners are required to undertake an obligation to comply with a Rent-Up Guaranty Agreement, whereby the Local General Partner agrees to pay liquidating damages if predetermined occupancy rates are not achieved. These payments are made without right of repayment. In cases where the General Partner deems it appropriate, the obligations of a Local General Partner under the Development Deficit, Operating Deficit and/or Rent-Up Guarantees are secured by letters of credit and/or cash escrow deposits. See "Liquidity and Capital Resources" below. According to the Form 10-K, one of the Local Partnerships has experienced operating difficulties. See "Results of Operations of Certain Local Partnerships" below. According to the Form 10-K, all leases at the Properties are generally for periods not exceeding one to two years and no tenant occupies more than 10% of the rentable square footage. Rent from commercial tenants (to which average rental per square foot applies) comprise less than 5% of the rental revenues of the Partnership. Rents for the residential units are determined annually by HUD and reflect increases in consumer price indexes in various geographic areas. According to the Form 10-K, management of the Partnership continuously reviews the physical state of the properties and budgets improvements when required, which are generally funded from cash flow from operations or release of replacement reserve escrows. No improvements are expected to require additional financing. According to the Form 10-K, management of the Partnership continuously reviews the insurance coverage of the properties and believes such coverage is adequate. Real estate taxes are calculated using rates and assessed valuations determined by the township or city in which the property is located. Such taxes have approximated 1% of the aggregate cost of the Apartment Complexes. Selected Financial Data. Set forth below is a summary of certain financial data for the Partnership which has been excerpted from the Form 10-K and the Form 10-Q. More comprehensive financial and other information is included in such reports and other documents filed by the Partnership with the Commission, and the following summary is qualified in its entirety by reference to such reports and other documents and all the financial information and related notes contained therein. Independence Tax Credit Plus X.X. XX and Subsidiaries Consolidated Statements of Operations For the Years Three Months Ended March 31, 1998June 30, 1997 and 1996 (auditedunaudited)