Common use of Purpose of the Offer Clause in Contracts

Purpose of the Offer. The purpose of the Offer is to enable the Purchaser to acquire a significant interest in the Partnership for investment purposes based on its expectation that the Partnership will continue to generate Tax Credits and tax losses attributable to the BACs. The Purchaser intends to sell, and has begun the process of selling, membership interests in the Purchaser to third parties with a need for Tax Credits and/or tax losses. The aggregate sales price of the Purchaser's membership interests to third parties will be determined so as to be equal to the aggregate purchase price for the tendered BACs and all other securities acquired by the Purchaser pursuant to secondary market transactions and other tender offers conducted to date, together with the expenses associated therewith, the expenses associated with the Purchaser's sale of membership interests and the prepayment of certain fees and expenses in connection with the Purchaser's operations. Neither the Purchaser nor its current members will derive a profit from the sale of the Purchaser's membership interests. However, affiliates of the Purchaser will earn substantial fees in connection with such sales, for structuring this transaction and for performing certain services for the Purchaser. Such fees may include, without limitation, an offering and organization fee, acquisition fee, company management fee and an asset management fee, and the total fees may be as much as 11% of the entire amount of funded capital commitments received by the Purchaser in connection with its sale of membership interests. Purchaser has not sold membership interests as of the date hereof and the approximate maximum aggregate offering price of such membership interests is $11,340,000, with respect to the maximum number of BACs which may be purchased pursuant to this Offer. Another purpose of the Offer is to allow BACs holders who have a current or anticipated need or desire for liquidity to sell their BACs. An additional purpose of the Offer is to establish a standard against which any subsequent tender offers for BACs can be judged. The Purchaser does not currently intend to make any effort to change current management or the operation of the Partnership nor does it have any current plans or intentions for any extraordinary transaction involving the Partnership. However, the Purchaser's plans with respect to its investment in the BACs could change at any time in the future. If such plans with respect to the Partnership change in the future, the ability of the Purchaser to influence actions on which BACs holders (through the Assignor Limited Partner) have a right to vote will depend on the BACs holders' response to the Offer (i.e., the number of BACs tendered). If the Purchaser acquires only a small number of BACs pursuant to the Offer, it will not be in a position to influence matters over which BACs holders have a right to vote. Conversely, if the maximum number of BACs sought are tendered and accepted for payment pursuant to the Offer, the Purchaser will own approximately 25% of the issued and outstanding BACs and, as a result, will, subject to the Standstill Agreement, be in a position to exert significant influence over matters on which BACs holders (through the Assignor Limited Partner) have a right to vote. The purchase of the BACs will allow the Purchaser to benefit from any of the following: (a) any and all Tax Credits and tax losses attributable to such BACs; (b) any cash distributions from Partnership operations in the ordinary course of business; (c) distributions, if any, of net proceeds from the sale of any Properties after the Partnership has satisfied its liabilities; and (d) any distributions of net proceeds from the dissolution of the Partnership.

Purpose of the Offer. The purpose of the Offer is to enable the Purchaser to acquire a significant interest in the Partnership for investment purposes based on its expectation that the Partnership will continue to generate Tax Credits and tax losses attributable to the BACs. The Purchaser intends to sell, and has begun the process of selling, membership interests in the Purchaser to third parties with a need for Tax Credits and/or tax losses. The aggregate sales price of the Purchaser's membership interests to third parties will be determined so as to be equal to the aggregate purchase price for the tendered BACs and all other securities acquired by the Purchaser pursuant to secondary market transactions and other tender offers conducted to date, together with the expenses associated therewith, the expenses associated with the Purchaser's sale of membership interests and the prepayment of certain fees and expenses in connection with the Purchaser's operations. Neither the Purchaser nor its current members will derive a profit from the sale of the Purchaser's membership interests. However, affiliates of the Purchaser will earn substantial fees in connection with such sales, for structuring this transaction and for performing certain services for the Purchaser. Such fees may include, without limitation, an offering and organization fee, acquisition fee, company management fee and an asset a partnership management fee, and the . The total fees may be as much as 11% of the entire amount of funded capital commitments received by the Purchaser in connection with its sale of membership interests. Purchaser has not sold any membership interests as of the date hereof and the approximate maximum aggregate offering price of such membership interests is $11,340,000, with respect to the maximum number of BACs which may be purchased pursuant to this Offer10,740,000. Another purpose of the Offer is to allow BACs holders who have a current or anticipated need or desire for liquidity to sell their BACs. An additional purpose of the Offer is to establish a standard against which any subsequent tender offers for BACs can be judged. The Purchaser does not currently intend to make any effort to change current management or the operation of the Partnership nor does it have any current plans or intentions for any extraordinary transaction involving the Partnership. However, the Purchaser's plans with respect to its investment in the BACs could change at any time in the future. If such plans with respect to the Partnership change in the future, the ability of the Purchaser to influence actions on which BACs holders (through the Assignor Limited Partner) have a right to vote will depend on the BACs holders' response to the Offer (i.e., the number of BACs tendered). If the Purchaser acquires only a small number of BACs pursuant to the Offer, it will not be in a position to influence matters over which BACs holders have a right to vote. Conversely, if the maximum number of BACs sought are tendered and accepted for payment pursuant to the Offer, the Purchaser will own approximately 25% of the issued and outstanding BACs and, as a result, will, subject to the Standstill Agreement, be in a position to exert significant influence over matters on which BACs holders (through the Assignor Limited Partner) have a right to vote. The purchase of the BACs will allow the Purchaser to benefit from any of the following: (a) any and all Tax Credits and tax losses attributable to such BACs; (b) any cash distributions from Partnership operations in the ordinary course of business; (c) distributions, if any, of net proceeds from the sale of any Properties after the Partnership has satisfied its liabilities; and (d) any distributions of net proceeds from the dissolution of the Partnership.

Purpose of the Offer. The purpose of the Offer is to enable the Purchaser to acquire a significant interest in the Partnership for investment purposes based on its expectation that the Partnership will continue to generate Tax Credits and tax losses attributable to the BACs. The Purchaser intends to sell, and has begun the process of selling, membership interests in the Purchaser to third parties with a need for Tax Credits and/or tax losses. The aggregate sales price of the Purchaser's membership interests to third parties will be determined so as to be equal to the aggregate purchase price for the tendered BACs and all other securities acquired by the Purchaser pursuant to secondary market transactions and other tender offers conducted to date, together with the expenses associated therewith, the expenses associated with the Purchaser's sale of membership interests and the prepayment of certain fees and expenses in connection with the Purchaser's operations. Neither the Purchaser nor its current members will derive a profit from the sale of the Purchaser's membership interests. However, affiliates of the Purchaser will expect to earn substantial fees in connection with such sales, for structuring this transaction and for performing certain services for the Purchaser. Such fees may include, without limitation, an offering and organization fee, acquisition fee, company management fee and an asset management fee, and the total fees may be as much as 11% of the entire amount of funded capital commitments received by the Purchaser in connection with its sale of membership interests. Purchaser has not sold membership interests as of the date hereof and the approximate maximum aggregate offering price of such membership interests is $11,340,000, with respect to the maximum number of BACs which may be purchased pursuant to this Offer. Another purpose of the Offer is to allow BACs holders who have a current or anticipated need or desire for liquidity to sell their BACs. An additional purpose of the Offer is to establish a standard against which any subsequent tender offers for BACs can be judged. The Purchaser does not currently intend to make any effort to change current management or the operation of the Partnership nor does it have any current plans or intentions for any extraordinary transaction involving the Partnership. However, the Purchaser's plans with respect to its investment in the BACs could change at any time in the future. If such plans with respect to the Partnership change in the future, the ability of the Purchaser to influence actions on which BACs holders (through the Assignor Limited Partner) have a right to vote will depend on the BACs holders' response to the Offer (i.e., the number of BACs tendered). If the Purchaser acquires only a small number of BACs pursuant to the Offer, it will not be in a position to influence matters over which BACs holders have a right to vote. Conversely, if the maximum number of BACs sought are tendered and accepted for payment pursuant to the Offer, the Purchaser will own approximately 25% of the issued and outstanding BACs and, as a result, will, subject to the Standstill Agreement, be in a position to exert significant influence over matters on which BACs holders (through the Assignor Limited Partner) have a right to vote. The purchase of the BACs will allow the Purchaser to benefit from any of the following: (a) any and all Tax Credits and tax losses attributable to such BACs; (b) any cash distributions from Partnership operations in the ordinary course of business; (c) distributions, if any, of net proceeds from the sale of any Properties after the Partnership has satisfied its liabilities; and (d) any distributions of net proceeds from the dissolution of the Partnership.

Purpose of the Offer. The purpose of the Offer is to enable the Purchaser to acquire a significant interest in the Partnership for investment purposes based on its expectation that the Partnership will continue to generate Tax Credits and tax losses attributable to the BACs. The Purchaser intends to sell, and has begun the process of selling, sell membership interests in the Purchaser to third parties with a need for Tax Credits and/or tax losses. The aggregate sales price of the Purchaser's membership interests to third parties will be determined so as to be equal to the aggregate purchase price for the tendered BACs and all other securities acquired by tendered to the Purchaser pursuant to secondary market transactions and other tender offers conducted to dateoffers, together with the expenses associated therewith, the expenses associated with plus the Purchaser's sale of membership interests and the prepayment of certain fees and expenses in connection with conducting and consummating the Purchaser's operationsOffer, its other tender offers, and financing the purchase of the tendered securities (including, without limitation, the BACs). Neither the Purchaser nor its current members will derive a profit from the sale of the Purchaser's membership interests. However, affiliates of the Purchaser will earn substantial fees in connection with such sales, for structuring this transaction and for performing certain services for the Purchaser. Such fees may include, without limitation, an offering and organization fee, acquisition fee, company management fee and an asset management fee, and the total fees may be as much as 11% of the entire amount of funded capital commitments received by the Purchaser in connection with its sale of membership interests. Purchaser has not sold membership interests as of the date hereof and the approximate maximum aggregate offering price of such membership interests is $11,340,000, with respect to the maximum number of BACs which may be purchased pursuant to this Offer. Another purpose of the Offer is to allow BACs holders who have a current or anticipated need or desire for liquidity to sell their BACs. An additional purpose of the Offer is to establish a standard against which any subsequent tender offers for BACs can be judged. The Purchaser does not currently intend to make any effort to change current management or the operation of the Partnership nor does it have any current plans or intentions for any extraordinary transaction involving the Partnership. However, the Purchaser's plans with respect to its investment in the BACs could change at any time in the future. If such plans with respect to the Partnership change in the future, the ability of the Purchaser to influence actions on which BACs holders (through the Assignor Limited Partner) have a right to vote will depend on the BACs holders' response to the Offer (i.e., the number of BACs tendered). If the Purchaser acquires only a small number of BACs pursuant to the Offer, it will not be in a position to influence matters over which BACs holders have a right to vote. Conversely, if the maximum number of BACs sought are tendered and accepted for payment pursuant to the Offer, the Purchaser will own approximately 25% of the issued and outstanding BACs and, as a result, will, subject to the Standstill Agreement, be in a position to exert significant influence over matters on which BACs holders (through the Assignor Limited Partner) have a right to vote. The purchase of the BACs will allow the Purchaser to benefit from any of the following: (a) any and all Tax Credits and tax losses attributable to such BACs; (b) any cash distributions from Partnership operations in the ordinary course of business; (c) distributions, if any, of net proceeds from the sale of any Properties after the Partnership has satisfied its liabilities; and (d) any distributions of net proceeds from the dissolution of the Partnership.