Common use of Repurchase Obligation Clause in Contracts

Repurchase Obligation. (a) If (i) Substantial Completion has not occurred and/or the Apartment Complex is not placed in service by December 31, 1998; (ii) the Partnership has not received State Designation for the year or years that the Apartment Complex is placed in service (for Tax Credit purposes); (iii) Rental Achievement does not occur within 12 months from and after the occurrence of Substantial Completion; (iv) the Partnership fails to initially meet the Minimum Set-Aside Test or the Rent Restriction Test within 12 months of the date that the Apartment Complex is placed in service; (v) the Partnership fails to meet the Minimum Set-Aside Test or the Rent Restriction Test at anytime during the first 60 months after initial achievement of the Minimum Set Aside and Rent Restriction Tests; (vi) Final Closing has not occurred by fourteen (14) months after Initial Closing; (vii) an event of default described in Section 5.03(a), (b) (c) and/or (d) shall exist and shall not have been cured within 30 days after the occurrence of such default; (viii) the buildings comprising the Apartment Complex are not placed in service prior to December 31 in the year in which State Designation has occurred; (ix) the General Partner fails to make Subordinated Loans as required by this Agreement; then the General Partner shall, within 30 days of the occurrence thereof, send to the Investment Partnership Notice of such event and of its obligation to purchase the Interest of the Investment Partnership hereunder and pay to the Investment Partnership its paid-in Capital Contribution in the event the Investment Partnership in its sole discretion requires such purchase of its Interest. Thereafter, the General Partner, within 30 days of their receipt of Notice from the Investment Partnership of such election, shall acquire the entire Interest of the Investment Partnership in the Partnership by making payment to the Investment Partnership, in cash, of an amount equal to its paid-in Capital Contribution. (b) If the Lender and/or the Agency shall disapprove the Investment Partnership as a Partner hereunder within 180 days of its admission to the Partnership, then the Investment Partnership shall, effective as of such time (or such other time as may be specified by the Lender and/or the Agency in its disapproval), cease to be a Limited Partner. The General Partners shall, within 10 days of the effective date of such termination, purchase the Interest of the Investment Partnership in the Partnership and pay to the Investment Partnership an amount equal to its Net Capital Contribution. (c) Upon receipt by the Investment Partnership of any such payment of its Net Capital Contribution or the Invested Amount, as applicable, the Interest of the Investment Partnership shall terminate, the Investment Partnership shall execute, acknowledge and deliver such documents of assignment as the General Partner shall require and effectuate termination or transfer of its Interest, and the General Partner shall indemnify and hold harmless the Investment Partnership from any losses, damages, and/or liabilities to which the Investment Partnership (as a result of its participation hereunder) may be subject, except as and to the extent of any losses, damages and/or liabilities arising from the Investment Partnership's own negligence, misconduct or fraud. ARTICLE VI CHANGES IN PARTNERS

Repurchase Obligation. (a) If (i) Substantial Completion has not occurred and/or the Apartment Complex is not placed in service by December 31, 1998; (ii) the Partnership has not received State Designation for the year or years that the Apartment Complex is placed in service (for Tax Credit purposes); (iii) Rental Achievement does not occur within 12 months from and after the occurrence of Substantial Completion; (iv) the Partnership fails to initially meet the Minimum Set-Aside Test or the Rent Restriction Test within 12 months of the date that the Apartment Complex is placed in service; (v) the Partnership fails to meet the Minimum Set-Aside Test or the Rent Restriction Test at anytime during the first 60 months after initial achievement of the Minimum Set Aside and Rent Restriction Tests; (vi) Final Closing has not occurred by fourteen (14) months after Initial Closing; (vii) an event of default described in Section 5.03(a), (b) (c) and/or (d) shall exist and shall not have been cured within 30 days after the occurrence of such default; (viii) the buildings comprising the Apartment Complex are not placed in service by [NOTE to Developer – we will include the completion date required under the loan documents], (ii) the Partnership has not received Forms 8609 issued by the Agency so as to allow the Partnership to claim Tax Credits for the first year of the Credit Period, (iii) Stabilization has not occurred by [ ] (or such later date as may be Consented to by AHF), (iv) the Partnership fails to meet any Tax Credit Test by the close of the first year of the Credit Period or at any time thereafter, or (v) at least 50% of the aggregate basis of the Apartment Complex and the land on which the Apartment Complex is located, for purposes of Section 42(h)(4) of the Code, is not financed by the proceeds of the Bonds which were issued under volume cap limitations pursuant to Section 146 of the Code, (vi) the Partnership repays any portion of the First Priority Loan (other than interest) until after the Apartment Complex has been placed in service, (vii) an event of default as described in Section 5.4 of this Agreement has occurred prior to December 31 Stabilization, or, (viii) an Extended Use Agreement is not in effect before the end of the first year in of the Credit Period (any of which State Designation has occurred; (ix) the General Partner fails to make Subordinated Loans as required by this Agreement; is a "Repurchase Event"), then the General Partner Wichita GP shall, within 30 15 days of the occurrence thereof, send to the Investment Partnership AHF Notice of such event and of its obligation Repurchase Event. If a Repurchase Event occurs, AHF, shall have the right (the "Repurchase Put"), but not the obligation, to require the Wichita GP to purchase the Interest of AHF on the Investment Partnership hereunder and pay to the Investment Partnership its paid-terms set forth in Capital Contribution in the event the Investment Partnership in its sole discretion requires such purchase of its Interest. Thereafter, the General Partner, within 30 days of their receipt of Notice from the Investment Partnership of such election, shall acquire the entire Interest of the Investment Partnership in the Partnership by making payment to the Investment Partnership, in cash, of an amount equal to its paid-in Capital Contributionthis Section 5.6. (b) If The terms of the Lender and/or Repurchase Put shall be as follows: (i) it shall be a condition to the Agency exercise of the Repurchase Put that there shall disapprove be a Repurchase Event; (ii) AHF shall exercise the Investment Partnership as a Partner hereunder within 180 Repurchase Put by giving Notice to Wichita GP; (iii) the closing of the Repurchase Put shall occur on the date 30 days after the Notice by AHF of its admission exercise of the Repurchase Put (the "Repurchase Closing Date"): (iv) on the Repurchase Closing Date, Wichita GP shall cause the Partnership to pay any LP Loans in full (subject to available Surplus Cash); (v) on the PartnershipRepurchase Closing Date, then Wichita GP shall make a payment to AHF by wire transfer of immediately available funds in the Investment Partnership shallamount of the sum of (A) its Capital Contributions previously funded to date, effective as and (B) interest on the amount set forth in the foregoing clause at the annual rate of such time the Prime Rate plus 2% per annum or 10% per annum, whichever is greater, but in no event greater than the highest rate permitted by law minus (or such other time as may be specified C) the aggregate amount of annual Tax Credits allocated to AHF x $0.80 and not subject to recapture; (vi) by the Lender and/or Repurchase Closing Date, Wichita GP shall cause the Agency in Partnership to effect the release of any letter of credit, guaranty or collateral which AHF or its disapproval), cease Affiliates may have provided to be a Limited Partner. The General Partners shall, within 10 days secure obligations of the effective date of such termination, purchase the Interest of the Investment Partnership in the Partnership and pay to the Investment Partnership an amount equal to reimburse AHF and its Net Capital Contribution. (c) Upon receipt by the Investment Partnership Affiliates for any loss, damage or liability they may have incurred as a result of providing any such payment letter of its Net Capital Contribution credit, guaranty or the Invested Amountcollateral; (vii) Wichita GP shall indemnify, as applicable, the Interest of the Investment Partnership shall terminate, the Investment Partnership shall execute, acknowledge and deliver such documents of assignment as the General Partner shall require and effectuate termination or transfer of its Interest, and the General Partner shall indemnify defend and hold harmless the Investment Partnership AHF and its Affiliates from any losses, damages, and/or liabilities liabilities, to or as a result of claims to which the Investment Partnership (AHF may be subject as a result of its participation hereunderInterest in the Partnership except for any liability resulting from any gross negligence or willful misconduct of AHF; and (viii) may be subject, except as and provided Wichita GP shall have satisfied its obligations relating to the extent of any lossesRepurchase Obligation, damages and/or liabilities arising AHF shall execute a document wherein it withdraws from the Investment Partnership and acknowledges that it has no Interest in the Partnership's own negligence, misconduct or fraud. ARTICLE VI CHANGES IN PARTNERS.

Repurchase Obligation. (a) If (i) Substantial Completion has not occurred and/or the Apartment Complex is not placed in service by December 31, 1998; (ii) the Partnership has not received State Designation for the year or years that the Apartment Complex is placed in service (for Tax Credit purposes); (iii) Rental Achievement does not occur within 12 months from and after the occurrence of Substantial Completion; (iv) the Partnership fails to initially meet the Minimum Set-Aside Test or the Rent Restriction Test within 12 months of the date that the Apartment Complex is placed in service; (v) the Partnership fails to meet the Minimum Set-Aside Test or the Rent Restriction Test at anytime during the first 60 months after initial achievement of the Minimum Set Aside and Rent Restriction Tests; (vi) Final Closing has not occurred by fourteen (14) months after Initial Closing; (vii) an event of default described in Section 5.03(a), (b) (c) and/or (d) shall exist and shall not have been cured within 30 days after the occurrence of such default; (viii) the buildings comprising the Apartment Complex are not placed in service prior to December 31 in the year in which State Designation has occurred; (ix) the General Partner fails to make Subordinated Loans as required by this Agreement; then the General Partner shall, within 30 days of the occurrence thereof, send to the Investment Partnership Notice of such event and of its obligation to purchase the Interest of the Investment Partnership hereunder and pay to the Investment Partnership its paid-in Capital Contribution in the event the Investment Partnership in its sole discretion requires such purchase of its Interest. Thereafter, the General Partner, within 30 days of their receipt of Notice from the Investment Partnership of such election, shall acquire the entire Interest of the Investment Partnership in the Partnership by making payment to the Investment Partnership, in cash, of an amount equal to its paid-in Capital Contribution. (b) If the Lender and/or the Agency shall disapprove the Investment Partnership as a Partner hereunder within 180 days of its admission to the Partnership, then the Investment Partnership shall, effective as of such time (or such other time as may be specified by the Lender and/or the Agency in its disapproval), cease to be a Limited Partner. The General Partners shall, within 10 days of the effective date of such termination, purchase the Interest of the Investment Partnership in the Partnership and pay to the Investment Partnership an amount equal to its Net Capital Contribution. (c) Upon receipt by the Investment Partnership of any such payment of its Net Capital Contribution or the Invested Amount, as applicable, the Interest of the Investment Partnership shall terminate, the Investment Partnership shall execute, acknowledge and deliver such documents of assignment as the General Partner shall require and effectuate termination or transfer of its Interest, and the General Partner shall indemnify and hold harmless the Investment Partnership from any losses, damages, and/or liabilities to which the Investment Partnership (as a result of its participation hereunder) may be subject, except as and to the extent of any losses, damages and/or liabilities arising from the Investment Partnership's own negligence, misconduct or fraud. ARTICLE VI CHANGES IN PARTNERSPARTNERS 6.01.

Repurchase Obligation. (a) If (i) Substantial Completion has not occurred and/or the Apartment Complex is not placed in service by December 31, 1998; (ii) the Partnership has not received State Designation for the year or years that the Apartment Complex is placed in service (for Tax Credit purposes); (iiipurposes);(iii) Rental Achievement does not occur within 12 months from and after the occurrence of Substantial Completion; (iv) the Partnership fails to initially meet the Minimum Set-Aside Test or the Rent Restriction Test within 12 months of the date that the Apartment Complex is placed in service; (v) the Partnership fails to meet the Minimum Set-Aside Test or the Rent Restriction Test at anytime during the first 60 months after initial achievement of the Minimum Set Aside and Rent Restriction Tests; (vi) Final Closing has not occurred by fourteen (14) months after Initial Closing; (vii) an event of default described in Section 5.03(a), (b) (c) and/or (d) shall exist and shall not have been cured within 30 days after the occurrence of such default; (viii) the buildings comprising the Apartment Complex ApartmentComplex are not placed in service prior to December 31 in the year in which State Designation has occurred; (ix) the General Partner fails to make Subordinated Loans as required by this Agreement; then the General Partner shall, within 30 days of the occurrence thereof, send to the Investment Partnership Notice of such event and of its obligation to purchase the Interest of the Investment Partnership hereunder and pay to the Investment Partnership its paid-in Capital Contribution in the event the Investment Partnership InvestmentPartnership in its sole discretion requires such purchase of its Interest. Thereafter, the General Partner, within 30 days of their receipt of Notice from the Investment Partnership of such election, shall acquire the entire Interest of the Investment Partnership in the Partnership by making payment to the Investment Partnership, in cash, of an amount equal to its paid-in Capital Contribution. (b) If the Lender and/or the Agency shall disapprove the Investment Partnership as a Partner hereunder within 180 days of its admission to the Partnership, then the Investment Partnership shall, effective as of such time (or such orsuch other time as may be specified by the Lender and/or the Agency in its disapproval), cease to be a Limited Partner. The General Partners shall, within 10 days of the effective date of such termination, purchase the Interest of the Investment Partnership in the Partnership and pay to the Investment Partnership an amount equal to its Net Capital Contribution. (c) Upon receipt by the Investment Partnership of any such payment of its Net Capital Contribution or the Invested Amount, as applicable, the Interest of the Investment Partnership shall terminate, the Investment Partnership shall execute, acknowledge and deliver such documents of assignment as the General Partner shall require and effectuate termination or transfer of its Interest, and the General Partner shall indemnify and hold harmless the Investment Partnership from any losses, damages, and/or liabilities to which the Investment Partnership (as a result of its participation hereunder) may be subject, except as and to the extent of any losses, damages and/or liabilities arising from the Investment Partnership's own negligence, misconduct or fraud. ARTICLE VI CHANGES IN PARTNERSPARTNERS 6.01.

Repurchase Obligation. (a) If (i) the Company does not receive a Carryover Allocation of Tax Credits by December 31, 1996; (ii) Substantial Completion has not occurred and/or the Apartment Complex is not placed in service by December 31, 19981997; (iiiii) the Partnership Company has not received State Designation for the year or years that the Apartment Complex is placed in service (for Tax Credit purposes)by December 1, 1997; (iiiiv) Rental Achievement does not occur within 12 twelve (12) months from and after the occurrence of Substantial Completion; (ivv) the Partnership Company fails to initially meet the Minimum Set-Aside Test or and the Rent Restriction Test within 12 twelve (12) months of the date that the Apartment Complex is placed in service; (vvi) the Partnership Company fails to meet either the Minimum Set-Aside Test or and the Rent Restriction Test at anytime during the first 60 sixty (60) months after initial achievement of the Minimum Set Aside and Rent Restriction Tests; Tests (vivii) Final Closing has not occurred by fourteen (14) months after Initial ClosingDecember 1997; (viiviii) an event of default described in Section 5.03(a6.03(a), (b) and/or (c) and/or (d) shall exist and shall not have been cured within 30 days after the occurrence of such default; (viii) the buildings comprising the Apartment Complex are not placed in service prior to December 31 in the year in which State Designation has occurred; (ix) the General Partner Member-Manager fails to make Subordinated Loans as required by this Agreement; then the General Partner Member-Manager shall, within 30 days of the occurrence thereof, send to the Investment Partnership Member Notice of such event and of its obligation to purchase the Interest of the Investment Partnership Member hereunder and pay to the Investment Partnership its paid-in Capital Contribution Member the Invested Amount in the event the Investment Partnership Member in its sole discretion requires such purchase of its Interest. Thereafter, the General PartnerMember-Manager, within 30 days of their its receipt of Notice from the Investment Partnership Member of such election, shall acquire the entire Interest of the Investment Partnership Member in the Partnership Company by making payment to the Investment PartnershipMember, in cash, of an amount equal to its paid-in Capital Contributionthe Invested Amount. (b) If the Lender and/or the Agency shall disapprove the Investment Partnership Member as a Partner Member hereunder within 180 days of its admission to the PartnershipCompany, then the Investment Partnership Member shall, effective as of such time (or such other time as may be specified by the Lender and/or the Agency in its disapproval), cease to be a Limited PartnerMember. The General Partners Member-Manager shall, within 10 days of the effective date of such termination, purchase the Interest of the Investment Partnership Member in the Partnership Company and pay to the Investment Partnership Member an amount equal to its Net Capital Contribution. (c) Upon receipt by the Investment Partnership Member of any such payment of its Net Capital Contribution or the Invested Amount, as applicable, the Interest of the Investment Partnership Member shall terminate, the Investment Partnership Member shall execute, acknowledge and deliver such documents of assignment as the General Partner Member-Manager shall require and effectuate the termination or transfer of its Interest, and the General Partner Member-Manager shall indemnify and hold harmless the Investment Partnership Member from any losses, damages, and/or liabilities to which the Investment Partnership Member (as a result of its participation hereunder) may be subject, except as and to the extent of any losses, damages and/or liabilities arising from the Investment PartnershipMember's own negligence, misconduct or fraud. ARTICLE VI CHANGES IN PARTNERS.

Repurchase Obligation. (a) If (i) Substantial Completion has not occurred and/or the Apartment Complex is not placed in service by December 31, 199831,1998; (ii) the Partnership has not received State Designation for the year or years that the Apartment Complex is placed in service (for Tax Credit purposes)by December 31, 1999; (iii) Rental Achievement does not occur within 12 24 months from and after the occurrence of Substantial Completion; (iv) the Partnership fails to initially meet the Minimum Set-Aside Test or and the Rent Restriction Test within 12 24 months of the date that the Apartment Complex is placed in service; (v) the Partnership fails to meet either the Minimum Set-Aside Test or and the Rent Restriction Test at anytime during the first 60 36 months after initial achievement of the Minimum Set Aside and Rent Restriction Tests; Tests (vi) Final Closing has not occurred by fourteen (14) months after Initial ClosingDecember 31,1999; (vii) an event of default described in Section 5.03(a), (b) and/or (c) and/or (d) shall exist and shall not have been cured within 30 days after the occurrence of such default; (viii) the buildings comprising the Apartment Complex are not placed in service prior to December 31 in 31, 1996and the year in which State Designation has occurredPartnership does not receive a Carryover Allocation; (ix) the General Partner fails to make Subordinated Loans as required by this Agreement; then the General Partner shall, within 30 days of the occurrence thereof, send to the Investment Partnership Notice of such event and of its obligation to purchase the Interest of the Investment Partnership hereunder and pay to the Investment Partnership its paid-in Capital Contribution the Invested Amount in the event the Investment Partnership in its sole discretion requires such purchase of its Interest. Thereafter, the General Partner, within 30 days of their its receipt of Notice from the Investment Partnership of such election, shall acquire the entire Interest of the Investment Partnership in the Partnership by making payment to the Investment Partnership, in cash, of an amount equal to its paid-in Capital Contributionthe Invested Amount. (b) If the Lender and/or the Agency shall disapprove the Investment Partnership as a Partner hereunder within 180 days of its admission to the Partnership, then the Investment Partnership shall, effective as of such time (or such other time as may be specified by the Lender and/or the Agency in its disapproval), cease to be a Limited Partner. The General Partners Partner shall, within 10 days of the effective date of such termination, purchase the Interest of the Investment Partnership in the Partnership and pay to the Investment Partnership an amount equal to its Net Capital Contribution. (c) Upon receipt by the Investment Partnership of any such payment of its Net Capital Contribution or the Invested Amount, as applicable, the Interest of the Investment Partnership shall terminate, the Investment Partnership shall execute, acknowledge and deliver such documents of assignment as the General Partner shall require and effectuate the termination or transfer of its Interest, and the General Partner shall indemnify and hold harmless the Investment Partnership from any losses, damages, and/or liabilities to which the Investment Partnership (as a result of its participation hereunder) may be subject, except as and to the extent of any losses, damages and/or liabilities arising from the Investment Partnership's own negligence, misconduct or fraud. ARTICLE VI CHANGES IN PARTNERS.

Repurchase Obligation. (a) If (i) Substantial Completion has not occurred and/or the Apartment Complex is not placed in service by December 31, 19981996; (ii) the Partnership has not received State Designation for the year or years that the Apartment Complex is placed in service (for Tax Credit purposes)by December 31, 1996; (iii) Rental Achievement Breakeven Point does not occur within 12 months from and after the occurrence of Substantial Completion; (iv) the Partnership fails to initially meet the Minimum Set-Aside Test or and the Rent Restriction Test within 12 months of the date that the Apartment Complex is placed in service; (v) the Partnership fails to meet the Minimum Set-Aside Test or and the Rent Restriction Test at anytime during the first any time within 60 months after initial achievement of the Minimum Set Set-Aside Test and the Rent Restriction TestsTest; (vi) Final Closing has not occurred by fourteen (14) months after Initial ClosingJune 30, 1996; (vii) an event of default described in Section 5.03(a), (b) and/or (c) and/or (d) shall exist and shall not have been cured within 30 days after the occurrence of such default; (viii) the buildings comprising the Apartment Complex are not placed in service prior to December 31 in the year in which State Designation has occurred31, 1996; (ix) the General Partner fails to make Subordinated Loans as required by this Agreement; then the General Partner shall, within 30 days of the occurrence thereof, send to the Investment Partnership Notice of such event and of its obligation to purchase the Interest of the Investment Partnership hereunder and pay to the Investment Partnership its paid-in Capital Contribution the Invested Amount in the event the Investment Partnership in its sole discretion requires such purchase of its Interest. Thereafter, the General Partner, within 30 days of their receipt the mailing date of Notice from by the Investment Partnership of such election, shall acquire the entire Interest of the Investment Partnership in the Partnership by making payment to the Investment Partnership, in cash, of an amount equal to its paid-in Capital Contributionthe Invested Amount. (b) If the Permanent Lender and/or the Agency shall disapprove the Investment Partnership as a Partner hereunder within 180 days of its admission to the Partnership, then the Investment Partnership shall, effective as of such time (or such other time as may be specified by the Permanent Lender and/or the Agency in its disapproval), cease to be a Limited Partner. The General Partners Partner shall, within 10 days of the effective date of such termination, purchase the Interest of the Investment Partnership in the Partnership and pay to the Investment Partnership an amount equal to its Net Capital Contribution. (c) Upon receipt by the Investment Partnership of any such payment of its Net Capital Contribution or the Invested Amount, as applicable, the Interest of the Investment Partnership shall terminate, the Investment Partnership shall execute, acknowledge and deliver such documents of assignment as the General Partner shall require and effectuate the termination or transfer of its Interest, and the General Partner shall indemnify and hold harmless the Investment Partnership from any losses, damages, and/or liabilities to which the Investment Partnership (as a result of its participation hereunder) may be subject, except as and to the extent of any losses, damages and/or liabilities arising from the Investment Partnership's own negligence, misconduct or fraud. ARTICLE VI CHANGES IN PARTNERS.

Repurchase Obligation. (a) If (i) Substantial Completion has not occurred and/or within 6 months following the Apartment Complex is Completion Date (subject to Unavoidable Delays not placed in service by December 31, 1998to exceed 60 days); (ii) the Partnership Stabilization has not received State Designation for occurred within 6 months following the year or years that the Apartment Complex is placed in service Stabilization Date (for Tax Credit purposessubject to Unavoidable Delays not to exceed 60 days); (iii) Rental Achievement does not occur within 12 months from and after upon receipt by the occurrence Partnership of Substantial Completionall IRS Forms 8609, the Actual Federal Credits for which the Partnership is eligible will be less than 70% of the Projected Federal Credits over the course of the Credit Period; (iv) all IRS Forms 8609 for all Buildings have not been received by the Partnership fails to initially meet the Minimum Set-Aside Test or the Rent Restriction Test Investor Limited Partner within 12 months two years of the date that tax return filing deadline for the Apartment Complex is placed year in servicewhich Completion occurs; (v) the Partnership fails Construction Loan has not converted to meet the Minimum Set-Aside Test Permanent Loan on or before the Rent Restriction Test at anytime during outside date for such Conversion as set forth in the first 60 months after initial achievement of Construction Loan Documents and is not replaced with substitute permanent loan reasonably acceptable to the Minimum Set Aside and Rent Restriction TestsInvestor Limited Partner; (vi) Final Closing the Construction Loan has not occurred been paid off on or before the maturity date thereof, unless extended by fourteen (14) months after Initial Closingthe Construction Lender pursuant to the terms set forth in the Construction Loan Documents or otherwise on terms reasonably satisfactory to the Investor Limited Partner; (vii) an event of default described in Section 5.03(a), (b) (c) and/or (d) shall exist and shall not have been cured within 30 days after the occurrence of such defaultintentionally omitted; (viii) the buildings comprising the Apartment Complex are not placed in service prior to December 31 in the year in which State Designation has occurredPartnership is denied a Tax Credit Determination for any reason; (ix) the General Partner Project fails to make Subordinated Loans as required by this Agreementsatisfy the Fifty Percent Test; then (ix) the General Ground Lease shall fail to be in full force and effect; or (x) prior to Stabilization, the Investor Limited Partner shall, within 30 days has made a determination that any of the occurrence thereof, send to the Investment Partnership Notice of circumstances set forth in Section 8.14 exists and such event and of its obligation has had or is likely to purchase have a material adverse economic effect upon the Interest of the Investment Partnership hereunder and pay to the Investment Partnership its paid-in Capital Contribution in the event the Investment Partnership in its sole discretion requires such purchase of its Interest. Thereafter, the General Partner, within 30 days of their receipt of Notice from the Investment Partnership of such election, shall acquire the entire Interest of the Investment Partnership in the Partnership by making payment to the Investment Partnership, in cash, of an amount equal to its paid-in Capital Contribution. (b) If the Lender and/or the Agency shall disapprove the Investment Partnership as a Partner hereunder within 180 days of its admission to Project or the Partnership, then the Investment Partnership Investor Limited Partner shall, effective as at its sole discretion, by Notice to the General Partners within 12 months of such time (circumstance or such other time as may be specified by determination, have the Lender and/or right to cause the Agency in its disapproval), cease to be a Limited Partner. The General Partners shall, within 10 days of the effective date of such termination, purchase to repurchase the Interest of the Investment Partnership Investor Limited Partner hereunder for a repurchase price (the “Repurchase Price”) equal to the difference between (a) the sum of (i) 110% of the Investor Limited Partner’s Capital Contributions paid to such date, (ii) the amount of tax payable by the Investor Limited Partner on the amount described in clause (i) at the Effective Tax Rate, (iii) any and all transfer taxes that may be due and payable in connection with the repurchase of the Investor Limited Partner’s interest, (iv) the Investor Limited Partner’s third-party expenses associated with (I) its admission to the Partnership and pay (II) such repurchase, plus the amount of any Partner Loans advanced by such date by the Investor Limited Partner and (iv) other amounts advanced to the Investment Partnership an by such date by any Affiliate of the Investor Limited Partner and (b) the sum of (i) the aggregate amount equal (if any) of the distributions of Net Cash Flow actually received by the Investor Limited Partner pursuant to Section 7.3 as of the date of the payment of the Repurchase Price and (ii) the aggregate amount of the Federal Tax Credits actually allocated to the Investor Limited Partner as of the date of the payment of the Repurchase Price as reflected on Schedule K-1 issued to the Investor Limited Partner as of such date (provided that this clause (ii) shall not include any Federal Tax Credits except to the extent that Investor Limited Partner is indemnified (to its Net Capital Contribution. (c) Upon receipt by reasonable satisfaction, including without limitation provisions of the Investment Partnership of any such Guaranty or an equivalent guaranty to apply to ensure payment of such indemnity) for any future loss of all or part of such Federal Tax Credits to the extent (but only to the extent) that such loss of Federal Tax Credits is attributable to a breach by a General Partner of its Net Capital Contribution representations, warranties, covenants or duties described in Sections 4.3, 4.4 or 4.5, and such event is not caused by (A) the Invested Amount, as applicable, the Interest breach of the Investment Partnership shall terminate, obligations of the Investment Partnership shall execute, acknowledge Investor Limited Partner under this Agreement or (B) Change in Law and deliver such documents that a payment would be required under the Guaranty (whether due to a Tax Credit/Recapture Reduction Event that has occurred or occurs later)). The exercise of assignment the Investor Limited Partner’s rights under clause (b) of Section 8.14 to be admitted or cause its designee(s) to be admitted as the General Partner shall require and effectuate termination or transfer of not preclude (1) its Interest, and rights to remove the General Partners at a later date pursuant to Section 8.14, or (2) unless the Investor Limited Partner shall indemnify and hold harmless the Investment Partnership from any losses, damages, and/or liabilities to which the Investment Partnership (has removed a General Partner as a result Partner of the Partnership, its participation hereunder) may be subject, except as and rights to cause a General Partner to repurchase the extent Interest of any losses, damages and/or liabilities arising from the Investment Partnership's own negligence, misconduct or fraud. ARTICLE VI CHANGES IN PARTNERSInvestor Limited Partner pursuant to this Section

Repurchase Obligation. (a) If (i) Substantial Completion has not occurred and/or the Apartment Complex is not placed in service by December 31June 30, 19981997; (ii) the Partnership has not received State Designation for the year or years that the Apartment Complex is placed in service (for Tax Credit purposes)by December 31, 1997; (iii) Rental Achievement does not occur within 12 24 months from and after the occurrence of Substantial Completion; (iv) the Partnership fails to initially meet the Minimum Set-Aside Test or and the Rent Restriction Test within 12 24 months of the date that the Apartment Complex is placed in service; (v) the Partnership fails to meet either the Minimum Set-Aside Test or and the Rent Restriction Test at anytime during the first 60 months after initial achievement of the Minimum Set Aside and Rent Restriction Tests; Tests (vi) Final Closing has not occurred by fourteen (14) months after Initial ClosingDecember 31,1997; (vii) an event of default described in Section 5.03(a), (b) and/or (c) and/or (d) shall exist and shall not have been cured within 30 days after the occurrence of such default; (viii) the buildings comprising the Apartment Complex are not placed in service prior to December 31 in the year in which State Designation has occurred31, 1996; (ix) the General Partner fails to make Subordinated Loans as required by this Agreement; then the General Partner shall, within 30 days of the occurrence thereof, send to the Investment Partnership Notice of such event and of its obligation to purchase the Interest of the Investment Partnership hereunder and pay to the Investment Partnership its paid-in Capital Contribution the Invested Amount in the event the Investment Partnership in its sole discretion requires such purchase of its Interest. Thereafter, the General Partner, within 30 days of their its receipt of Notice from the Investment Partnership of such election, shall acquire the entire Interest of the Investment Partnership in the Partnership by making payment to the Investment Partnership, in cash, of an amount equal to its paid-in Capital Contributionthe Invested Amount. (b) If the Lender and/or the Agency shall disapprove the Investment Partnership as a Partner hereunder within 180 days of its admission to the Partnership, then the Investment Partnership shall, effective as of such time (or such other time as may be specified by the Lender and/or the Agency in its disapproval), cease to be a Limited Partner. The General Partners Partner shall, within 10 days of the effective date of such termination, purchase the Interest of the Investment Partnership in the Partnership and pay to the Investment Partnership an amount equal to its Net Capital Contribution. (c) Upon receipt by the Investment Partnership of any such payment of its Net Capital Contribution or the Invested Amount, as applicable, the Interest of the Investment Partnership shall terminate, the Investment Partnership shall execute, acknowledge and deliver such documents of assignment as the General Partner shall require and effectuate the termination or transfer of its Interest, and the General Partner shall indemnify and hold harmless the Investment Partnership from any losses, damages, and/or liabilities to which the Investment Partnership (as a result of its participation hereunder) may be subject, except as and to the extent of any losses, damages and/or liabilities arising from the Investment Partnership's own negligence, misconduct or fraud. ARTICLE VI CHANGES IN PARTNERS.

Repurchase Obligation. (a) If (i) Substantial Completion has not occurred and/or the Apartment Complex is not placed in service by December March 31, 19981997; (ii) the Partnership State Designation has not received State Designation for the year or years that occurred by July 31, 1997; (ii) foreclosure proceedings have been commenced against the Apartment Complex is placed in service (for Tax Credit purposes); (iii) Rental Achievement does not occur within 12 months from and after prior to the occurrence of Substantial CompletionFinal Closing; (iv) the Partnership fails Final Closing has not occurred by July 31, 1997 (or such later date as may be consented to initially meet the Minimum Set-Aside Test or the Rent Restriction Test within 12 months of the date that the Apartment Complex is placed in serviceby BCTC 94); (v) the Partnership fails to meet the Minimum Set-Aside Test or and the Rent Restriction Test at anytime during the first 60 within 12 months after initial achievement of the occurrence of Substantial Completion, or at any time prior to the date which is five (5) years from and after the date upon which the Minimum Set Set-Aside Test and the Rent Restriction TestsTest are initially achieved; (vi) Final Closing has not occurred by fourteen (14at any time the General Partner and/or the Guarantor fail to make any Operating Deficit Loan(s) months after Initial Closingas and to the extent required pursuant to Section 8.09(b); (vii) an event of default described in Section 5.03(a), ) and/or (b) (c) and/or (d) shall exist and shall not have been cured within 30 days after the occurrence of such default; (viii) the buildings comprising the Apartment Complex are not placed in service prior to December 31 in the year in which State Designation has occurred; (ix) the General Partner fails to make Subordinated Loans as required by this Agreementexist; then the General Partner shall, within 30 15 days of the occurrence thereof, send to the Investment Partnership BCTC 94 Notice of such event and of its obligation to purchase the Interest Interests of the Investment Partnership Partnerships hereunder and pay return to the Investment Partnership its paid-in Capital Contribution Partnerships the Invested Amount in the event the Investment Partnership BCTC 94 in its sole discretion requires such purchase of its Interestthe Interests of the Investment Partnerships. Thereafter, the General Partner, within 30 days of their receipt the mailing date of Notice from the Investment Partnership by BCTC 94 of such election, shall acquire the entire Interest Interests of the Investment Partnership Partnerships in the Partnership by making payment to the Investment PartnershipPartnerships, in cash, of an aggregate amount equal to its paid-in Capital Contributionthe Invested Amount, plus the entire outstanding balance (if any) of principal of and interest on the BCCTC IV Loan. (b) If the Lender and/or the Agency shall disapprove the Investment Partnership as a Partner hereunder within 180 days of its admission to the Partnership, then the Investment Partnership shall, effective as of such time (or such other time as may be specified by the Lender and/or the Agency in its disapproval), cease to be a Limited Partner. The General Partners shall, within 10 days of the effective date of such termination, purchase the Interest of the Investment Partnership in the Partnership and pay to the Investment Partnership an amount equal to its Net Capital Contribution. (c) Upon receipt by the Investment Partnership Partnerships of any such payment of its Net Capital Contribution or the Invested Amount, as applicableaforesaid, the Interest Interests of the Investment Partnership Partnerships shall terminate, the Investment Partnership shall execute, acknowledge and deliver such documents of assignment as the General Partner shall require and effectuate termination or transfer of its Interest, and the General Partner shall indemnify and hold harmless the Investment Partnership Partnerships from any losses, damages, and/or liabilities to which the Investment Partnership Partnerships (as a result of its their participation hereunder) may be subject, except as and to the extent of any losses, damages and/or liabilities arising from the Investment Partnership's own negligence, misconduct or fraud. ARTICLE VI CHANGES IN PARTNERS.

Repurchase Obligation. (a) If (i) Substantial Completion has not occurred and/or the Apartment Complex is not placed in service by December January 31, 19981996; (ii) the Partnership has not received State Designation for the year or years that the Apartment Complex is placed in service (for Tax Credit purposes)by April 15, 1996; (iii) Rental Achievement does not occur within 12 months from and after the occurrence of Substantial Completion; (iv) the Partnership fails to initially meet the Minimum Set-Aside Test or and the Rent Restriction Test within 12 months of the date that the Apartment Complex is placed in service; (v) the Partnership fails to meet the Minimum Set-Aside Test or the Rent Restriction Test at anytime during the first 60 months after initial achievement of the Minimum Set Aside and Rent Restriction Tests; (vi) Final Closing has not occurred by fourteen (14) months after Initial ClosingMarch 31, 1996; (viivi) an event of default described in Section 5.03(a), (b) and/or (c) and/or (d) shall exist and shall not have been cured within 30 days after the occurrence of such default; (viiivii) the buildings comprising the Apartment Complex are not placed in service prior to December 31 in the year in which State Designation has occurredthe Tax Credits were allocated and the Partnership does not receive a Carryover Allocation; (ixviii) the General Partner fails to make Subordinated Loans as required by this Agreement; then the General Partner shall, within 30 days of the occurrence thereof, send to the Investment Partnership Notice of such event and of its obligation to purchase the Interest of the Investment Partnership hereunder and pay to the Investment Partnership its paid-in Capital Contribution the Invested Amount in the event the Investment Partnership in its sole discretion requires such purchase of its Interest. Thereafter, the General Partner, within 30 days of their its receipt of Notice from the Investment Partnership of such election, shall acquire the entire Interest of the Investment Partnership in the Partnership by making payment to the Investment Partnership, in cash, of an amount equal to its paid-in Capital Contributionthe Invested Amount. (b) If the Lender Lenders and/or the Agency shall disapprove the Investment Partnership as a Partner hereunder within 180 days of its admission to the Partnership, then the Investment Partnership shall, effective as of such time (or such other time as may be specified by the Lender Lenders and/or the Agency in its disapproval), cease to be a Limited Partner. The General Partners Partner shall, within 10 days of the effective date of such termination, purchase the Interest of the Investment Partnership in the Partnership and pay to the Investment Partnership an amount equal to its Net Capital Contribution. (c) Upon receipt by the Investment Partnership of any such payment of its Net Capital Contribution or the Invested Amount, as applicable, the Interest of the Investment Partnership shall terminate, the Investment Partnership shall execute, acknowledge and deliver such documents of assignment as the General Partner shall require and effectuate the termination or transfer of its Interest, and the General Partner shall indemnify and hold harmless the Investment Partnership from any losses, damages, and/or liabilities to which the Investment Partnership (as a result of its participation hereunder) may be subject, except as and to the extent of any losses, damages and/or liabilities arising from the Investment Partnership's own negligence, misconduct or fraud. ARTICLE VI CHANGES IN PARTNERS.

Repurchase Obligation. (a) If (i) Substantial Completion has not occurred and/or the Apartment Complex is not placed in service by December 31, 19981996; (ii) the Partnership State Designation has not received State Designation for the year or years that occurred by July 31, 1997; (ii) foreclosure proceedings have been commenced against the Apartment Complex is placed in service (for Tax Credit purposes); (iii) Rental Achievement does not occur within 12 months from and after prior to the occurrence of Substantial CompletionFinal Closing; (iv) the Partnership fails Final Closing has not occurred by July 31, 1997 (or such later date as may be consented to initially meet the Minimum Set-Aside Test or the Rent Restriction Test within 12 months of the date that the Apartment Complex is placed in serviceby BCTC 94); (v) the Partnership fails to meet the Minimum Set-Aside Test or and the Rent Restriction Test at anytime during the first 60 within 12 months after initial achievement of the occurrence of Substantial Completion, or at any time prior to the date which is five (5) years from and after the date upon which the Minimum Set Set-Aside Test and the Rent Restriction TestsTest are initially achieved; (vi) Final Closing has not occurred by fourteen (14at any time the General Partner and/or the Guarantor fail to make any Operating Deficit Loan(s) months after Initial Closingas and to the extent required pursuant to Section 8.09(b); (vii) an event of default described in Section 5.03(a), ) and/or (b) (c) and/or (d) shall exist and shall not have been cured within 30 days after the occurrence of such default; (viii) the buildings comprising the Apartment Complex are not placed in service prior to December 31 in the year in which State Designation has occurred; (ix) the General Partner fails to make Subordinated Loans as required by this Agreementexist; then the General Partner shall, within 30 15 days of the occurrence thereof, send to the Investment Partnership BCTC 94 Notice of such event and of its obligation to purchase the Interest of the Investment Partnership hereunder and pay return to the Investment Partnership its paid-in Capital Contribution the Invested Amount in the event the Investment Partnership BCTC 94 in its sole discretion requires such purchase of its Interestthe Interest of the Investment Partnership. Thereafter, the General Partner, within 30 days of their receipt the mailing date of Notice from the Investment Partnership by BCTC 94 of such election, shall acquire the entire Interest of the Investment Partnership in the Partnership by making payment to the Investment Partnership, in cash, of an amount equal to its paid-in Capital Contribution. (b) If the Lender and/or the Agency shall disapprove the Investment Partnership as a Partner hereunder within 180 days of its admission to the Partnership, then the Investment Partnership shall, effective as of such time (or such other time as may be specified by the Lender and/or the Agency in its disapproval), cease to be a Limited PartnerInvested Amount. The General Partners shall, within 10 days of the effective date of such termination, purchase the Interest of the Investment Partnership in the Partnership and pay to the Investment Partnership an amount equal to its Net Capital Contribution. (c) Upon receipt by the Investment Partnership of any such payment of its Net Capital Contribution or the Invested Amount, as applicable, the Interest of the Investment Partnership shall terminate, the Investment Partnership shall execute, acknowledge and deliver such documents of assignment as the General Partner shall require and effectuate termination or transfer of its Interest, and the General Partner shall indemnify and hold harmless the Investment Partnership from any losses, damages, and/or liabilities to which the Investment Partnership (as a result of its participation hereunder) may be subject, except as and to the extent of any losses, damages and/or liabilities arising from the Investment Partnership's own negligence, misconduct or fraud. ARTICLE VI CHANGES IN PARTNERS.

Repurchase Obligation. (a) If (i) Substantial Completion has not occurred and/or the Apartment Complex is not placed in service by December March 31, 1998; (ii) the Partnership has not received State Designation by August 30, 1998, unless as a result of some delay in the State's or the Agency's processing of the necessary forms for said Sate Registration which is not in any way as a result of, or attributable to any action or inaction by the year or years that the Apartment Complex is placed in service (for Tax Credit purposes)Partnership; (iii) Rental Achievement does not occur within 12 24 months from and after the occurrence of Substantial Completion; (iv) the Partnership fails to initially meet the Minimum Set-Aside Test or and the Rent Restriction Test within 12 24 months of the date that the Apartment Complex is placed in service; (v) the Partnership fails to meet either the Minimum Set-Aside Test or and the Rent Restriction Test at anytime during the first 60 months after initial achievement of the Minimum Set Aside and Rent Restriction Tests; Tests (vi) Final Closing has not occurred by fourteen (14) months after Initial ClosingAugust 30, 1998; (vii) an event of default described in Section 5.03(a), (b) and/or (c) and/or (d) shall exist and shall not have been cured within 30 days after the occurrence of such default; (viii) the buildings comprising the Apartment Complex are not placed in service prior to December 31 in the year in which State Designation has occurred31, 1997; (ix) the General Partner fails to make Subordinated Loans as required by this Agreement; then the General Partner shall, within 30 days of the occurrence thereof, send to the Investment Partnership Notice of such event and of its obligation to purchase the Interest of the Investment Partnership hereunder and pay to the Investment Partnership its paid-in Capital Contribution the Invested Amount in the event the Investment Partnership in its sole discretion requires such purchase of its Interest. Thereafter, the General Partner, within 30 days of their its receipt of Notice from the Investment Partnership of such election, shall acquire the entire Interest of the Investment Partnership in the Partnership by making payment to the Investment Partnership, in cash, of an amount equal to its paid-in Capital Contributionthe Invested Amount. (b) If the Lender and/or the Agency shall disapprove the Investment Partnership as a Partner hereunder within 180 days of its admission to the Partnership, then the Investment Partnership shall, effective as of such time (or such other time as may be specified by the Lender and/or the Agency in its disapproval), cease to be a Limited Partner. The General Partners Partner shall, within 10 days of the effective date of such termination, purchase the Interest of the Investment Partnership in the Partnership and pay to the Investment Partnership an amount equal to its Net Capital Contribution. (c) Upon receipt by the Investment Partnership of any such payment of its Net Capital Contribution or the Invested Amount, as applicable, the Interest of the Investment Partnership shall terminate, the Investment Partnership shall execute, acknowledge and deliver such documents of assignment as the General Partner shall require and effectuate the termination or transfer of its Interest, and the General Partner shall indemnify and hold harmless the Investment Partnership from any losses, damages, and/or liabilities to which the Investment Partnership (as a result of its participation hereunder) may be subject, except as and to the extent of any losses, damages and/or liabilities arising from the Investment Partnership's own negligence, misconduct or fraud. ARTICLE VI CHANGES IN PARTNERSPARTNERS 6.01.

Repurchase Obligation. (a) If (i) Substantial Completion has not occurred and/or the Apartment Complex is by April 1, 1997; (ii) State Designation has not placed in service occurred by December 31, 1998; (ii) the Partnership has not received State Designation for the year or years that the Apartment Complex is placed in service (for Tax Credit purposes)1997; (iii) the Apartment Complex has not achieved Rental Achievement does not occur within 12 months from and after of the occurrence of Substantial Completion; (iv) the Partnership fails to initially meet the Minimum Set-Aside Test, the HOME Set-Aside Test or Rent Restriction Test at any time during the first 60 months after initial achievement of the Minimum Set-Aside, the HOME SetAside Test and Rent Restriction Tests; (v) Final Closing has not occurred by September 1, 1997 (or such later date as may be consented to by the Investment Partnership); (vi) the Partnership fails to meet the Minimum Set-Aside Test, the HOME Set-Aside Test and the Rent Restriction Test within 12 months of the date that the Apartment Complex is placed in service or at any time prior to the date which is five (5) years from and after the date upon which the Apartment Complex is placed in service; (v) the Partnership fails to meet the Minimum Set-Aside Test or the Rent Restriction Test at anytime during the first 60 months after initial achievement of the Minimum Set Aside and Rent Restriction Tests; (vi) Final Closing has not occurred by fourteen (14) months after Initial Closing; (vii) an event of default described in Section 5.03(a), (b) and/or (c) and/or (d) shall exist and shall not have been cured within 30 days after the occurrence of such default; (viii) the buildings comprising the Apartment Complex are not placed in service prior to December 31 in the year in which State Designation has occurred; (ix) the General Partner fails to make Subordinated Loans as required by this Agreement; exist, then the General Partner shall, within 30 15 days of the occurrence thereof, send to the Investment Partnership Notice of such event and of its obligation to purchase the Interest of the Investment Partnership hereunder and pay return to the Investment Partnership its paid-in Capital Contribution the Invested Amount in the event the Investment Partnership in its sole discretion requires such purchase of its Interest. Thereafter, the General Partner, within 30 days of their receipt the mailing date of Notice from by the Investment Partnership of such election, shall acquire the entire Interest of the Investment Partnership in the Partnership by making payment to the Investment Partnership, in cash, of an amount equal to its paid-in Capital Contributionthe Invested Amount. (b) If the any Lender and/or or the Agency shall disapprove the Investment Partnership as a Partner hereunder within 180 days of its admission to the Partnership, then the Investment Partnership shall, effective as of such time (or such other time as may be specified by the such Lender and/or or the Agency in its disapproval), cease to be a Limited Partner. The General Partners Partner shall, within 10 days of the effective date of such termination, purchase the Interest of the Investment Partnership in the Partnership and pay to the Investment Partnership an amount equal to its Net Capital Contribution. (c) Upon receipt by the Investment Partnership of any such payment of the Invested Amount or its Net Capital Contribution or the Invested AmountContribution, as applicable, the Interest of the Investment Partnership shall terminate, the Investment Partnership shall execute, acknowledge and deliver such documents of assignment as the General Partner shall require and effectuate termination or transfer of its Interest, and the General Partner shall indemnify and hold harmless the Investment Partnership from any losses, damages, and/or liabilities to which the Investment Partnership (as a result of its participation hereunder) may be subject, except as and to the extent of any losses, damages and/or liabilities arising from the Investment Partnership's own negligence, misconduct or fraud. ARTICLE VI CHANGES IN PARTNERS.