Common use of Failure to Complete and Loss of the Tax Credit Clause in Contracts

Failure to Complete and Loss of the Tax Credit. If (i) by December 31, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partners) less than 48 apartment units in the Apartment Complex shall have been occupied by tenants meeting the terms of both the Minimum Set-Aside Test and the HOME Minimum Set-Aside Test under executed leases which shall have received any necessary MHDC or Lender approvals at rental levels meeting the requirements of the Rent Restriction Test, or (ii) the Partnership shall fail to meet the Minimum Set-Aside Test, the HOME Minimum Set-Aside Test or the Rent Restriction Test by the close of the first year of the Credit Period and/or fails to continue to meet any such Test at any time during the 60-month period commencing on such date, or (iii) prior to Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced under the Land Mortgage or the Construction Mortgage and such proceedings shall not have been dismissed within 60 days, (b) any of the commitments of MHDC to provide the Permanent Mortgage and/or any subsidy financing shall be terminated or withdrawn and not reinstated or replaced within 90 days with terms equally or more favorable to the Investment Limited Partners or terms for which the Consent of the Investment Limited Partners and (if required) the approval of MHDC shall have been obtained, or (c) the Construction Lender shall have irrevocably refused to make any further advances under the Construction Mortgage and such decision shall not have been reversed or the Construction Lender replaced within 60 days, or (iv) if by November 1, 1996 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partners) the Partnership shall not have received either (a) an extension of the Firm State Reservation or (b) the Carryover Allocation or other binding allocation of Tax Credits from the authorized agency of the State, or (v) if by December 31, 1996 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partners) the Partnership shall not have received the Carryover Allocation, or (vi) Carryover Certification shall not have been received by December 31, 1996 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partners), or (vii) the Completion Date shall not have occurred by May 1, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partners), or (viii) Permanent Mortgage Commencement shall not have been achieved by May 1, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), or (ix) the Breakeven Point shall not have been achieved by June 30, 1998 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partners), or (x) if at any time it shall be determined by the Service or by the Tax Accountants that as of December 31, 1996 the Partnership had not incurred capitalizable costs with respect to the Apartment Complex of at least ten per cent (10%) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 1998, or (xi) if by May 1, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partners) the Investment Limited Partners shall not have received the Cost Certification, then the General Partners shall, within 15 days of the occurrence thereof, send to the Investment Limited Partners and the Special Limited Partner notice of such event and of their obligation to repurchase the Interests of the Investment Limited Partners and the Special Limited Partner by paying to the Investment Limited Partners and the Special Limited Partner an amount equal to each such Partner's Invested Amount in the event the Investment Limited Partners and the Special Limited Partner so requires. If either the Investment Limited Partners or the Special Limited Partner elects to require a repurchase of its Interest and the payment to it of an amount equal to its Invested Amount, it shall send notice thereof to the Partnership within 30 days after the mailing date of the General Partners' notice, or at any time after the occurrence of any of the foregoing if the General Partners shall not have sent such a notice thereof, and the General Partners shall within 30 days thereafter repurchase the Interest of such Partner by paying to such Partner an amount equal to its Invested Amount plus the amount of any third party costs incurred by or on behalf of such Partner in implementing this Section 5.2(a).

Failure to Complete and Loss of the Tax Credit. If (i) all 48 apartment units in the Apartment Complex shall not have been placed in service by December 31, 1997 1999 (or any later date fixed by the General Partners with the consent of the Investment Limited Partner), or (ii) within twelve (12) months from the Completion Date (or any later date fixed by the General Partners with the Consent of the Investment Limited PartnersPartner) less than 48 47 apartment units in the Apartment Complex shall have been initially occupied by tenants meeting the terms of both the Minimum Set-Aside Test and the HOME Minimum Set-Aside Test under executed leases which shall have received any necessary MHDC Agency or Lender approvals at rental levels meeting the requirements of the Rent Restriction Test, or (iiiii) Permanent Mortgage Commencement shall not have occurred prior to June 30, 2000 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), or (iv) State Designation shall not have occurred by December 31, 1999 (or any later dates fixed by the General Partners with the Consent of the Investment Limited Partner), or (v) the Partnership shall fail to meet the Minimum Set-Aside Test, the HOME Minimum Set-Aside Test or the Rent Restriction Test as to any building in the Apartment Complex by the close December 31st of the first year of the Credit Period compliance period (as defined in Section 42(i) of the Code) for such building and/or fails to continue to meet any either such Test at any time during the 60-month period commencing on such date, or (iiivi) Rental Achievement has not been achieved within twelve months from the Completion Date, or (vii) prior to Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced under the Land Mortgage or the Construction Mortgage and such proceedings shall not have been dismissed within 60 days, (b) any of the commitments of MHDC the Permanent Lender or any Agency to provide the Permanent Mortgage and/or any subsidy financing shall be have been terminated or withdrawn and not reinstated or replaced within 90 days with terms equally or more favorable to the Investment Limited Partners Partner or terms for which the Consent of the Investment Limited Partners Partner and (if to the extent required) the approval of MHDC each Agency and Lender shall have been obtained, or (c) the Construction Lender shall have irrevocably refused to make any further advances under the Construction Mortgage and such decision shall not have been reversed or the Construction Lender replaced within 60 days, or (iv) if by November 1, 1996 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partners) the Partnership shall not have received either (a) an extension of the Firm State Reservation or (b) the Carryover Allocation or other binding allocation of Tax Credits from the authorized agency of the State, or (v) if by December 31, 1996 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partners) the Partnership shall not have received the Carryover Allocation, or (vi) Carryover Certification shall not have been received by December 31, 1996 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partners), or (vii) the Completion Date shall not have occurred by May 1, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partners), or (viii) Permanent Mortgage Commencement shall not have been achieved by May 1, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), or (ix) the Breakeven Point shall not have been achieved by June 30, 1998 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partners), or (x) if at any time it shall be determined by the Service or by the Tax Accountants that as of December 31, 1996 1998 the Partnership had not incurred capitalizable costs with respect to the Apartment Complex of at least ten per cent (10%) % of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 19982000, or (xiix) if by May 1June 30, 1997 (or any later date fixed by 1999, the General Partners with the Consent of the Investment Limited Partners) the Investment Limited Partners Partnership shall not have received from MHDC a carryover allocation of Tax Credit pursuant to Section 42(h)(1)(E) of the Cost CertificationCode dated no later than December 31, 1998 in an annual dollar amount of not less than $288,028, then the General Partners shall, within 15 days of the occurrence thereof, send to the Investment Limited Partners Partner, the Missouri Limited Partner, and the Special Limited Partner notice of such event and of their obligation to repurchase the Interests Interest of the Investment Limited Partners Partner, the Missouri Limited Partner, and the Special Limited Partner by paying to the Investment Limited Partners Partner and the Special Limited Partner an amount equal to each such Partner's Invested Amount in the event the Investment Limited Partners Partner, the Missouri Limited Partner, and the Special Limited Partner so requiresrequire. If either the Investment Special Limited Partners Partner, the Missouri Limited Partner, or the Special Investment Limited Partner elects to require a repurchase of its Interest and the payment to it of an amount equal to its Invested Amount, it shall send notice thereof to the Partnership within 30 days after the mailing date of the General Partners' notice, notice (or at any time after the occurrence of any of the foregoing if the General Partners shall not have sent such a notice thereof), and the General Partners shall within 30 days thereafter repurchase the Interest of such Partner by paying to such Partner an amount equal to its Invested Amount plus the amount of any third party costs incurred by or on behalf of such Partner in implementing this Section 5.2(a).

Failure to Complete and Loss of the Tax Credit. If (i) by December 31, 1997 1998 (or any later date fixed by the General Partners with the Consent of the Investment Limited PartnersPartner) less than 48 apartment units in the Apartment Complex shall have been occupied by tenants meeting the terms of both so that the Minimum Set-Set- Aside Test and the HOME Minimum Set-Aside Test shall have been met with all such occupancy being under executed leases which shall have received any necessary MHDC Agency or Lender approvals and with the forty-two (42) low-income units being rented at rental levels meeting the requirements of the Rent Restriction Test, or (ii) the Partnership shall fail to meet the Minimum Set-Aside Test, the HOME Minimum Set-Aside Test or the Rent Restriction Test by the close of the first year of the Credit Period and/or fails to continue to meet any such Test at any time during the 60-month period commencing on such date, or (iii) prior to Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced under the Land Mortgage or the Construction Mortgage and such proceedings shall not have been dismissed within 60 daysany Mortgage, (b) any of the commitments of MHDC the Lenders to provide the Permanent Mortgage Mortgages and/or any subsidy financing shall be terminated or withdrawn and not reinstated or replaced within 90 days with terms equally or more favorable to the Investment Limited Partners Partner or terms for which the Consent of the Investment Limited Partners Partner and (if required) the approval of MHDC the applicable Lender and any Agency shall have been obtained, or (c) the Construction any such Lender shall have irrevocably refused to make any further advances under the Construction its respective Mortgage and such decision shall not have been reversed or the Construction such Lender replaced within 60 days, or (iv) if First Mortgage Closing does not occur by November 1, 1996 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partners) the Partnership shall not have received either (a) an extension of the Firm State Reservation or (b) the Carryover Allocation or other binding allocation of Tax Credits from the authorized agency of the State, or (v) if by December 31, 1996 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partners) the Partnership shall not have received the Carryover Allocation, or (vi) Carryover Certification shall not have been received by December 31, 1996 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partners), or (vii) the Completion Date shall not have occurred by May 1January 30, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited PartnersPartner), or (viiiv) Permanent Mortgage Commencement shall not have been achieved by May April 1, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), or (ix) the Breakeven Point shall not have been achieved by June 30, 1998 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partners), or (xvi) if at any time it shall be determined by the Service or by the Tax Accountants that as of December 31, 1996 the Partnership had not incurred capitalizable costs with respect to the Apartment Complex of at least ten per cent (10%) of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 1998, or (xivii) if by May 1March 15, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited PartnersPartner) the Investment Limited Partners Partner shall not have received the Cost Certification, or (viii) the General Partners fail at any time to fulfill their obligations under Section 6.10, , then the General Partners shall, shall within 15 days of the occurrence thereof, send to the Investment Limited Partners Partner, the Missouri Limited Partner and the Special Limited Partner notice of such event and of their obligation to repurchase the Interests of the Investment Limited Partners Partner, the Missouri Limited Partner and the Special Limited Partner by paying to the Investment Limited Partners Partner, the Missouri Limited Partner and the Special Limited Partner an amount equal to each such Partner's Invested Amount in the event the Investment Limited Partners and Partner, the Missouri Limited Partner and/or the Special Limited Partner so requires. If either the Investment Limited Partners Partner, the Missouri Limited Partner or the Special Limited Partner elects to require a repurchase of its Interest and the payment to it of an amount equal to its Invested Amount, it shall send notice thereof to the Partnership within 30 days after the mailing date of the General Partners' notice, or at any time after the occurrence of any of the foregoing if the General Partners shall not have sent such a notice thereof, and the General Partners shall within 30 ninety (90) days thereafter repurchase the Interest of such Partner by paying to such Partner an amount equal to its Invested Amount plus the amount of any third party costs incurred by or on behalf of such Partner in implementing this Section 5.2(a)Amount.

Failure to Complete and Loss of the Tax Credit. If (i) all 100 apartment units in the Apartment Complex shall not have been placed in service by December 31, 1996 (or any later date fixed by the General Partners with the consent of the Investment Limited Partners), or (ii) by June 30, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partners) less than 48 100 apartment units in the Apartment Complex shall have been initially occupied by tenants meeting the terms of both the Minimum Set-Aside Test and the HOME Minimum Set-Set- Aside Test under executed leases which shall have received any necessary MHDC Agency or Lender approvals at rental levels meeting the requirements of the Rent Restriction Test, or (iiiii) Permanent Mortgage Commencement shall not have occurred prior to December 31, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partners), or (iv) State Designation shall not have occurred by June 30, 1997 (or any later dates fixed by the General Partners with the Consent of the Investment Limited Partners), or (v) the Partnership shall fail to meet the Minimum Set-Aside Test, the HOME Minimum Set-Aside Test or the Rent Restriction Test by the close within 12 months of the first year of date upon which the Credit Period final building in the Apartment Complex is placed in service and/or fails to continue to meet any either such Test at any time during the 60-60- month period commencing on such date, or (iiivi) the Breakeven Point has not been achieved within twelve months from the Completion Date, or (vii) prior to Permanent Mortgage Commencement, (a) foreclosure proceedings shall have commenced under the Land Mortgage or the Construction Mortgage and such proceedings shall not have been dismissed within 60 days, (b) any of the commitments of MHDC the Permanent Lender or any Agency to provide the Permanent Mortgage and/or any subsidy financing shall be have been terminated or withdrawn and not reinstated or replaced within 90 days with terms equally or more favorable to the Investment Limited Partners or terms for which the Consent of the Investment Limited Partners and (if to the extent required) the approval of MHDC each Agency and Lender shall have been obtained, or (c) the Construction Lender shall have irrevocably refused to make any further advances under the Construction Mortgage and such decision shall not have been reversed or the Construction Lender replaced within 60 days, or (iv) if by November 1, 1996 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partners) the Partnership shall not have received either (a) an extension of the Firm State Reservation or (b) the Carryover Allocation or other binding allocation of Tax Credits from the authorized agency of the State, or (v) if by December 31, 1996 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partners) the Partnership shall not have received the Carryover Allocation, or (vi) Carryover Certification shall not have been received by December 31, 1996 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partners), or (vii) the Completion Date shall not have occurred by May 1, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partners), or (viii) Permanent Mortgage Commencement shall not have been achieved by May 1, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partner), or (ix) the Breakeven Point shall not have been achieved by June 30, 1998 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partners), or (x) if at any time it shall be determined by the Service or by the Tax Accountants that as of December 31, 1996 1995 the Partnership had not incurred capitalizable costs with respect to the Apartment Complex of at least ten per cent (10%) % of the Partnership's reasonably expected basis in the Apartment Complex as of December 31, 19981997, (ix) by January 31, 1996 the Partnership shall not have received from the duly authorized agency of the State a "carryover allocation" of Tax Credit pursuant to Section 42(h)(1)(E) of the Code dated no later than December 31, 1995 in an annual dollar amount of not less than $544,496, or (xix) if by May 1December 31, 1997 (or any later date fixed by the General Partners with the Consent of the Investment Limited Partners) 1995 the Investment Limited Partners shall not have received the Cost Carryover Certification, in form and substance satisfactory to the Investment Limited Partners then the General Partners shall, within 15 days of the occurrence thereof, send to the Investment Limited Partners and the Special Limited Partner notice of such event and of their obligation to repurchase the Interests Interest of the Investment Limited Partners and the Special Limited Partner by paying to the Investment Limited Partners and the Special Limited Partner an amount equal to each such Partner's Invested Amount in the event the Investment Limited Partners and the Special Limited Partner so requires. If either the Special Limited Partner or the Investment Limited Partners or the Special Limited Partner elects to require a repurchase of its Interest and the payment to it of an amount equal to its Invested Amount, it shall send notice thereof to the Partnership within 30 days after the mailing date of the General Partners' notice, notice (or at any time after the occurrence of any of the foregoing if the General Partners shall not have sent such a notice thereof), and the General Partners shall within 30 days thereafter repurchase the Interest of such Partner by paying to such Partner an amount equal to its Invested Amount plus the amount of any third party costs incurred by or on behalf of such Partner in implementing this Section 5.2(a).