Berkshire Multifamily Value Fund,
GP, L.L.C.
One Beacon Street
Suite 1500
Boston, Massachusetts
02108
August 12, 2005
Berkshire Income Realty
Inc.
One Beacon Street
Suite 1500
Boston, Massachusetts
02108
|
Re:
|
Berkshire Multifamily Value Fund,
L.P.
|
Ladies and Gentlemen:
In connection with and as an
inducement to the purchase of a limited partnership interest in
Berkshire Multifamily Value Fund, L.P., a Delaware limited
partnership (the “ Partnership ”), by
Berkshire Income Realty Inc. (the “ Investor
”), Berkshire Multifamily Value Fund, GP, L.L.C., the general
partner of the Partnership (the “ General
Partner ”), hereby agrees with you as follows
(capitalized terms used but not defined in this letter shall have
the meanings set forth in the Agreement of Limited Partnership of
the Partnership (the “ Partnership Agreement
”)).
1. The
General Partner shall cause the Partnership to acquire and hold all
of its assets through one or more corporations that each qualify as
a "real estate investment trust" within the meaning of Sections
856-860 of the Code. For avoidance of doubt, real estate investment
trusts owned by the Partnership shall be permitted to acquire and
own assets through the acquisition and ownership of interests in
partnerships, corporations, limited liability companies and other
entities, provided that (i) any debt or equity interests in such
entities are owned by such real estate investment trusts (or
entities owned by such real estate investment trusts) and are not
owned directly by the Partnership and (ii) the acquisition and
ownership of interests in such entities does not adversely affect
the qualification of any real estate investment trusts owned by the
Partnership.
2. In
addition to any other reports required to be delivered to the
Investor pursuant to the Partnership Agreement, the General Partner
shall provide to the Investor such other reports or information as
the Investor may reasonably request relating to the Partnership and
its Investments, at such times as the Investor may reasonably
request,
