PURCHASE AND SALE AGREEMENT

EXECUTION VERSION

PURCHASE AND SALE AGREEMENT
by and among
JEN I, L.P.
and
MUNICIPAL MORTGAGE & EQUITY, LLC
and
MMA EQUITY CORPORATION
and
MMA FINANCIAL TC CORP.
and
MUNIMAE TEI HOLDINGS LLC
Dated as of June 26, 2009

PURCHASE AND SALE AGREEMENT

PURCHASE AND SALE AGREEMENT, dated as of June 26, 2009, by and among JEN I, L.P., a Delaware limited partnership (“ Purchaser ”), Municipal Mortgage & Equity, LLC, a Delaware limited liability company (“ Parent ”), MMA Equity Corporation, a Florida Corporation and an indirect wholly owned Subsidiary of Parent (“ MMAEC ”), MMA Financial TC Corp., a Delaware corporation and an indirect wholly owned Subsidiary of Parent (together with MMAEC, the “ Sellers ” and, each, a “ Seller ” and Parent and the Sellers, collectively, the “ Seller Parties ”), and MuniMae TEI Holdings LLC, a Maryland limited liability company and a wholly owned Subsidiary of Parent (“ Guarantor ”).

RECITALS:

WHEREAS, the Sellers are or will be the direct or indirect owners of all of the outstanding common stock or other equity or ownership interests in the Subject Entities, except for equity interests equal to 10% of the outstanding equity interests in MMA Financial BFG Investments, LLC that are held by certain former employees of the Business (as described herein) (such common stock or other equity interests, excluding such equity interests held by such former employees, the “ Entity Interests ”);

WHEREAS, Sellers are or will be the direct or indirect owners of the equity or other ownership interests in the LIHTC Funds as set forth on Exhibit B to Section 3.4(b) of the Seller Disclosure Schedule (the “ Fund Interests ”);

WHEREAS, the Sellers, through certain of their direct and indirect Subsidiaries, operate a housing and community investment business (the “ Business ”) that (i) aggregates, syndicates and manages portfolios of low income housing tax credit and assisted multi family properties and (ii) manages such properties and other assets related to the operation of such properties and the investment vehicles through which such properties and other assets are owned and/or operated;

WHEREAS, Parent, through its representatives and agents, including Lazard Freres & Co. LLC (“ Lazard ”), as its financial advisor, engaged in a multi stage competitive auction sale process through which potential acquirors of the Business were contacted and solicited to submit proposals to acquire the Business;

WHEREAS, in connection with such sale process, bids to acquire the Business were submitted by potential acquirors, including Purchaser;

WHEREAS, after extensive negotiations and discussions between representatives of Parent and such potential acquirors and careful consideration by Parent’s Board of Directors (the “ Parent Board ”), the Parent Board determined that Purchaser’s proposal was the most attractive of the submitted proposals and instructed representatives of Parent to pursue a sale of the Business substantially on the terms outlined in such proposal;

WHEREAS, the Seller Parties and Purchaser have engaged in extensive arms length negotiations and discussions with respect to the final terms and conditions upon which Purchaser would acquire the Business, which terms and conditions are set forth in this Agreement;

WHEREAS, the Seller Parties desire to sell or cause the sale of, and Purchaser wishes to purchase, the Business through the acquisition of the Entity Interests and the Fund Interests upon the terms and subject to the conditions set forth in this Agreement;

WHEREAS, in connection with such purchase and sale, the parties hereto desire to make certain representations, warranties, covenants and agreements as set forth in this Agreement; and

WHEREAS, the respective Boards of Directors of the Seller Parties have determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of their respective stockholders and equity holders and, accordingly, such Boards of Directors have approved this Agreement and the transactions contemplated hereby;

NOW, THEREFORE, in consideration of foregoing premises, the mutual promises hereinafter set forth and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the parties hereto hereby agree as follows:

ARTICLE I.

DEFINITIONS

Section 1.1. Definitions .

(a) As used in this Agreement, the following terms shall have the following meanings:

“ Acquired Remainder Fund ” means a Remainder Fund that is directly or indirectly owned (in whole or in part) through Second Closing Interests.

“ Affiliate ” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the Person specified; provided that, for the purposes of this definition, the term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the direct or indirect possession of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; provided , further , that the LIHTC Funds and any other Person, the majority of the outstanding equity interests of which are not directly or indirectly owned by the Seller Parties shall not be considered “Affiliates” for purposes of Section 7.2 of this Agreement.

“ Agreement ” means this Purchase and Sale Agreement, together with the Exhibits and Schedules attached hereto and the Seller Disclosure Schedule.

“ Bankruptcy Event ” means the occurrence of any of the following: (i) the commencement of an involuntary proceeding or the filing of an involuntary petition (A) seeking liquidation, reorganization or other relief in respect of any Seller Party or any of its Affiliates that are involved in the Business (including any Subject Entity or any Subsidiaries of a Subject Entity), or of a substantial part of their respective assets, under any federal, state or foreign bankruptcy, insolvency, receivership or similar Law now or hereafter in effect, or (B) effecting the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Seller Party or any of its Affiliates that are involved in the Business (including any Subject Entity or any Subsidiaries of a Subject Entity), or for a substantial part of their respective assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall have been entered; or (ii) if any Seller Party or any of its Affiliates that are involved in the Business (including any Subject Entity or any Subsidiaries of a Subject Entity) (A) voluntarily commences any proceeding or files any petition seeking liquidation, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency, receivership or similar Law now or hereafter in effect, (B) consents to the institution of, or fails to contest in a timely and appropriate manner, any proceeding or petition described in the immediately preceding clause (i), (C) applies for or consents to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for it or for a substantial part of its assets, (D) files an answer admitting the material allegations of a petition filed against it in any such proceeding, (E) makes a general assignment for the benefit of creditors or (F) takes any action for the purpose of effecting any of the foregoing described in the immediately preceding clause (i) or this clause (ii).

“ Bridge Loan Interest Expense ” means the interest costs of the LIHTC Funds known as MMA Financial Institutional Tax Credits XXX, LP (“ ITC30 ”), MMA Financial Institutional Tax Credits XXXI, LP (“ ITC31 ”) and MMA Financial Institutional Tax Credits XXXII, LP (“ ITC32 ”) which are in excess of the interest costs allowable under the applicable documents relating to loans or borrowings by such LIHTC Funds previously accrued and in anticipation of, and which are secured by, limited partner, member or other investor commitments to contribute capital, or to otherwise invest in, such LIHTC Funds.

“ Bridging Issue ” means the lack of available bridge loan financing for each of the equity contribution obligations of Symetra Life Insurance Company in the LIHTC Fund known as ITC32 (the “ Bridge Fund ”).

“ Bridge Resolution ” shall mean, with respect to a Bridging Issue, the completion by the Seller Parties or their Affiliates of one of the following alternatives (it being understood that any, all or any combination of the following alternatives may be used in respect of the Bridge Fund in the sole discretion of the Sellers or their Affiliates), all upon terms and conditions reasonably acceptable to Purchaser: (i) securing a bridge facility on commercially reasonable terms with respect to the capital or other investment commitments to the Bridge Fund in respect of which there is no bridge financing in place; or (ii) modifying the documentation for any Person in which the Bridge Fund has invested, to the extent the modification of such documentation is reasonably required, in order that the equity contributions of the Bridge Fund to such Person are delayed in a manner which will permit the Bridge Fund to generate a set of cash flow projections that reasonably demonstrate (after taking into account the amount and timing of all future equity contribution obligations of the Bridge Fund’s investors, then existing bridge financing facilities, equity contribution obligations of the Bridge Fund, and the funding of Bridge Loan Interest Expense reimbursement by Purchaser at the Second Closing and thereafter) that there will be sufficient cash available to the Bridge Fund to satisfy its equity contribution obligations to all Persons in which it has made an investment, to fund its reserves consistent with its Organizational Documents and to pay all other third party expenses of the Bridge Fund on a timely basis; or (iii) all of the equity contribution obligations to all Persons in which the Bridge Fund has made a direct or indirect investment shall have been satisfied and at such time the Bridge Fund shall have funded its reserves in accordance with its Organizational Documents.

“ Business Day ” means any day other than a Saturday, Sunday or any day on which banks located in the State of New York are authorized or required to be closed for the conduct of regular banking business.

“ Business Employees ” means those individuals listed on Schedule II .

“ Business Material Adverse Effect ” means any of: (i) any change, fact, circumstance or event that is, has, has had or would reasonably be likely to have, a material adverse effect on the business, assets, results of operations or condition (financial or otherwise) of the Subject Entities, their respective Subsidiaries and the LIHTC Funds, taken as a whole, or the Business, taken as a whole, other than any such effects due to or resulting from (except, in the case of the immediately following clause (A), (B), (E) or (F), to the extent that any such effect has a materially disproportionate effect on the Subject Entities, their respective Subsidiaries and the LIHTC Funds, taken as a whole, or the Business, taken as a whole, as compared to other comparable businesses in the industries in which the Subject Entities, their respective Subsidiaries, and the LIHTC Funds operate or the Business operates) (A) changes in general economic, political or financial or securities market conditions in the United States, (B) any change generally affecting the industries in which the Subject Entities, the LIHTC Funds, or the Business operate, (C) the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement in accordance with its terms, or in each case the announcement thereof, (D) any act or omission by the Seller Parties or any of their Subsidiaries taken with, and in accordance with, the written consent, direction or request of Purchaser, (E) changes in Laws applicable to the Subject Entities, the LIHTC Funds, or the Business or changes to GAAP, in each case occurring after the date of this Agreement, (F) acts of war, armed hostilities or terrorism or any escalation or worsening of any acts of war, armed hostilities or terrorism, or (G) any failure of the Business to meet projections, forecasts, or revenue earning predictions for any period that are prepared by Parent or its Subsidiaries for their internal use or are published thereby; (ii) the occurrence of a Bankruptcy Event; or (iii) a material adverse effect on the enforceability of any Seller Party’s or any of its Affiliate’s obligations under this Agreement or the other Transaction Documents or any Seller Party’s or any of its respective Affiliate’s ability to perform its obligations under this Agreement or the other Transaction Documents or to consummate the transactions contemplated by this Agreement or the other Transaction Documents without material delay.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Company Plan ” means a Plan that any of the Seller Parties or any of their respective Affiliates or any ERISA Affiliate sponsors, maintains, has any obligation to contribute to, has or may have liability under, or is otherwise a party to, or that otherwise provides benefits for current or former Business Employees, or current or former independent contractors who are or were primarily engaged in the Business, or in either case their dependents and beneficiaries.

“ Deferred Compensation Agreements ” means the deferred compensation agreements of the Transferred Employees set forth on Schedule III .

“ Encumbrances ” means any and all liens, charges, security interests, mortgages, pledges or other encumbrances, including any conditional sale agreement, preemptive rights, right of first refusal or right of first offer.

“ Environmental Law ” means any and all federal, state, local, foreign and international law relating to the protection of human health and safety, the environment or natural resources or the handling, use, storage, transport, disposal or Release of any Hazardous Substances, in each case as in effect from time to time prior to the First Closing.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

“ ERISA Affiliate ” means any Person required at any particular time to be aggregated with any Seller Party under Sections 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA.

“ Escrow Agent ” means the “Escrow Agent” under the Escrow Agreement.

“ Escrow Agreement ” means an Escrow Agreement, substantially in the form attached as Exhibit C hereto, with such other and additional terms thereof as shall have been reasonably agreed to by Parent and Purchaser.

“ Expenses ” means any and all costs and expenses accrued by, or on behalf of, any Subject Entity or its respective Subsidiaries, or any LIHTC Fund with respect to the operation of the Business; provided , that the costs and expenses set forth on Schedule 1.1(a) which would otherwise be considered as Expenses of any Subject Entity or its respective Subsidiaries, or any LIHTC Fund shall not be considered “Expenses” for purposes of this definition.

“ First Closing ” means the closing of the sale and purchase of the First Closing Interests as contemplated by this Agreement.

“ First Closing Collection Period ” means the period from and including January 1, 2009 through and including the First Closing Date.

“ First Closing Date ” means (i) July 17, 2009, provided that, in the event that the conditions set forth in Sections 6.1(a) and 6.1(b) are satisfied or waived after July 17, 2009, the First Closing shall take place on the second Business Days after the date on which such conditions are satisfied or waived, or (ii) as mutually agreed to by Parent and Purchaser, such other date on which the First Closing occurs.

“ First Closing Fund ” means a Person that is directly or indirectly owned (in whole or in part) through First Closing Interests.

“ First Closing Interests ” means: (i) the Entity Interests with respect to which any and all third party and Governmental Authority consents and approvals required to directly or indirectly transfer such interests to Purchaser (or its designee) at the First Closing as contemplated by this Agreement shall have been obtained on or prior to the third Business Day prior to the First Closing Date; (ii) the Newco Interests of each Newco to which any Fund Interests shall have been directly or indirectly transferred prior to the First Closing; (iii) the Non-Consent Fund Interests; and (iv) the Required Consent Fund Interests with respect to which any and all third party and Governmental Authority consents and approvals required to directly or indirectly transfer such interests to Purchaser (or its designee) at the First Closing as contemplated by this Agreement shall have been obtained on or prior to the third Business Day prior to the First Closing Date.

“ First Closing Ticking Fee Amount ” means $53,002.

“ Fund Cash Balances ” means cash reserves set aside by each LIHTC Fund for the purpose of funding, among other things, its operations, commitments, obligations and debts, including the payment of asset management fees, loan repayments and property maintenance costs and expenses.

“ GAAP ” means accounting principles generally accepted in the United States as in effect from time to time, consistently applied, except that (i) the Seller Parties and their respective Subsidiaries involved in the Business do not apply the consolidation accounting requirements of FIN 46 (R), “Consolidation of Variable Interest Entities – An Interpretation of ARB No. 51” and EITF 04 5, “Determining Whether a General Partner, or the General Partners as a Group, controls a Limited Partnership or Similar Entity When the Limited Partners have Certain Rights”, (ii) the Seller Parties and their respective Subsidiaries involved in the Business prepare their financial statements on a pre tax basis of accounting; therefore there is no provision for income tax expense reflected in their financial statements, (iii) the Seller Parties have general corporate overhead that would normally be allocated to their wholly owned Subsidiaries; however these allocations were not made to their financial statements as the Seller Parties have not finalized their allocation methodologies, (iv) the Seller Parties have not prepared the necessary additional financial statements (i.e. income statement, cash flow statement, statement of changes in stockholders’ equity) and footnotes that would be a requirement of GAAP and (v) the Seller Parties have not presented any measures representing the likelihood of collection of any receivables.

“ Governmental Authority ” means any government or governmental or regulatory entity, body thereof, or political subdivision thereof, whether federal, state, local, foreign, or supranational, or any agency, instrumentality or authority thereof (including HUD), or any court or arbitrator (public or private).

“ GP Takeback Management Agreement ” means a Management Agreement, containing such terms as shall have been reasonably agreed to by Parent and Purchaser, pursuant to which, among other things, Purchaser (or its designee) will manage each Holdover GP Takeback and be entitled to all economic benefits or costs relating thereto unless and until the Seller Parties exercise a GP Takeback Put Option with respect to such Holdover GP Takeback.

“ Hazardous Substance ” means any substances defined as “hazardous” or “toxic” or any other term of similar import under any Environmental Laws.

“ HUD ” means the U.S. Department of Housing and Urban Development.

“ Indebtedness ” means, with respect to any Subject Entity, LIHTC Fund or any of its respective Subsidiaries, without duplication: (i) all outstanding indebtedness of such Person for borrowed money, whether current or funded, or secured or unsecured; (ii) all outstanding obligations of such Person evidenced by bonds, debentures, notes or other similar instruments or debt securities; (iii) all outstanding indebtedness of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property); (iv) all outstanding indebtedness of such Person secured by a purchase money mortgage or other Encumbrance to secure all or part of the purchase price of the property subject to such Encumbrance; (v) all outstanding obligations under leases which shall have been or must be, in accordance with GAAP, recorded as capital leases in respect of which such Person is liable as lessee; (vi) any outstanding liability or other obligation of such Person in respect of letters of credit; (vii) all interest, fees, prepayment premiums and other expenses owed with respect to the indebtedness referred to above; (viii) all indebtedness referred to above which is directly or indirectly guaranteed by such Person or which such Person has agreed (contingently or otherwise) to purchase or otherwise acquire or in respect of which it has otherwise assured a creditor against loss; and (ix) any payments, fines, fees, penalties or other amounts applicable to or otherwise incurred in connection with or as a result of any prepayment or early satisfaction of any obligation described in clauses (i) through (viii) above.

“ Indemnified Party ” means any Person claiming indemnification under any provision of Article VII .

“ Indemnifying Party ” means any Person against whom a claim for indemnification is being asserted under any provision of Article VII .

“ Information Technology Transition Costs ” means all costs and expenses, including but not limited to all consulting costs, licensing fees, royalties or lease buy out fees incurred by the Seller Parties or Purchaser or any of their respective Affiliates arising from the implementation, licensing, migration, set up, assignment or transfer of the data, information technology hardware, Intellectual Property and Software licenses, and subscriptions used in connection with the Business, in connection with the transfer of the Business to Purchaser under this Agreement, other than the costs incurred by Parent or any of its Affiliates in relation to the provision of information technology and data migration consulting services to be provided by Parent (or its Affiliates) to Purchaser (or its Affiliates) pursuant to the Transitional Services Agreement.

“ Intellectual Property ” means any or all of the following: (i) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations in part, revisions, extensions and reexaminations thereof; (ii) all trademarks, service marks, trade dress, logos, trade names, and corporate names, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations and renewals in connection therewith; (iii) all copyrightable works, all copyrights, and all applications, registrations and renewals in connection therewith; (iv) all trade secrets and confidential business information and all ideas, research and development, know how, formulas, compositions, technical data, proprietary tools, designs, drawings, specifications, technology, systems, databases, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals; (v) all computer software, including object code, source code, data and related documentation (collectively, “ Software ”); (vi) all domain name registrations and internet web sites and content and Software included therein; (vii) all other proprietary rights; (viii) all rights to recover for past infringements of any of the foregoing; and (ix) all copies and tangible embodiments thereof (in whatever form or medium).

“ Interim Measurement Date ” means the date that Parent and Purchaser reasonably calculate as being 17 days prior to the First Closing Date.

“ Interim Paid Management Fees ” means any and all Management Fee Amounts paid to or for the benefit of, or otherwise received by, any Seller Party or any of its Affiliates (including any Subject Entity, LIHTC Fund or any of their respective Subsidiaries) from the commencement of the First Closing Collection Period through and including the Interim Measurement Date.

“ IRS ” means the United States Internal Revenue Service.

“ knowledge ” means: (i) with respect to any Seller Party, the actual knowledge, after due and diligent inquiry, of any of Michael L. Falcone, Stephen A. Goldberg, Dara Hewat, Timothy Tarrant, Gregory B. Judge, James S. Dailey Jr., David E. Robbins, Marie Reynolds, Anthony Bertoldi, Armando Perez, Michael H. Gladstone; and (ii) with respect to Purchaser, the actual knowledge, after due and diligent inquiry, of any of Allen J. Anderson, Kenneth J. Cutillo and Daniel Rubin.

“ Landlord ” means SP 101 Arch, LLC as the landlord under the Real Property Lease.

“ Law ” means any foreign, federal, state or local law, statute, code, ordinance, rule or regulation of any Governmental Authority.

“ Lease Estoppel ” means a form of estoppel certificate relating to the Real Property Lease, in form and substance reasonably satisfactory to Purchaser.

“ Lease Resolution Documents ” means any and all documents, agreements or instruments that are reasonably necessary to consummate the Lease Resolution, including, without limitation, the Lease Estoppel and any applicable consents of the Landlord and (a) if the Sublease Resolution shall occur in accordance with and pursuant to the terms of Section 5.6(b) of this Agreement, the Sublease and the Non-Disturbance Agreement, or (b) if the Direct Lease Resolution shall occur in accordance with and pursuant to the terms of Section 5.6(a) of this Agreement, the Partial Assignment or the New Lease.

“ Leased Real Property ” means the premises that are leased under the Real Property Lease.

“ LIHTC Funds ” means the entities set forth in Schedule I .

“ Losses ” means any and all losses, fines, fees, penalties, deficiencies, liabilities, claims, demands, judgments, settlements and costs and expenses (including reasonable attorneys’ fees and disbursements); provided , however , that, except as otherwise provided in the immediately following proviso, in no event shall any Losses include special, speculative, punitive, indirect or consequential damages or lost profits; provided , further , however , that, notwithstanding anything to the contrary contained in this Agreement, (a) any diminution in value, and any other adverse effect, suffered, incurred or experienced by or with respect to (i) any equity or other ownership interests in any LIHTC Fund or any other Person, the majority of the outstanding equity interests of which are not directly or indirectly acquired by Purchaser (or its designee) pursuant to this Agreement, that are directly or indirectly acquired by Purchaser (or its designee) pursuant to this Agreement, or (ii) any Second Closing Interests (for the avoidance of doubt, whether suffered, incurred or experienced before, at or after the Second Closing) shall be deemed Losses for all purposes under this Agreement, and (b) any adverse effect on the ability of any LIHTC Fund, or of any other Person, the majority of the outstanding equity interests of which are not directly or indirectly owned by the Seller Parties or otherwise directly or indirectly acquired by Purchaser pursuant to this Agreement, to pay any Management Fee Amounts or any other amounts payable to any general partner (or Person in a similar capacity), manager or operator (or Person in a similar capacity) of such LIHTC Fund or of any such other Person when due (for the avoidance of doubt, whether before, at or after the First Closing).

“ LP Sale Proceeds ” means the distributions in the aggregate amount of $2,000,000 directly or indirectly received by Parent in connection with the sale of Desert Palms (Coachella Investors) in Coachella, California and Mountain View Apartments (Beaumont Investors) in Beaumont, California by BF California, L.P., a Subsidiary of the Seller Parties.

“ Management Agreement ” means a Management Agreement, containing such terms as shall have been reasonably agreed to by Parent and Purchaser, pursuant to which an Affiliate of Purchaser that is reasonably acceptable to Parent will manage the Remainder Funds, the Subject Entities (other than the Newcos), certain Merrill Lynch guaranteed funds, certain Project Partnerships, and certain bond financed assets, in each case as described in such Management Agreement.

“ Management Fee Amounts ” means any and all asset management fees, fund salary reimbursement and third party asset management fees or other distributions or payments payable by any LIHTC Fund, other than the LP Sale Proceeds, to the general partner, managing member (or Person in a similar position), as applicable, of such LIHTC Fund.

“ Newco Interests ” means all of the outstanding equity or other ownership interests in the Newcos.

“ Newcos ” means, collectively, WCM Newco, LLC, BFG Newco, LLC, MEC Newco, LLC, MAH Newco, LLC and BFRP Newco, LLC, each of which is a Delaware limited liability company.

“ Non-Consent Fund Interests ” means the Fund Interests set forth on Schedule VI .

“ Organizational Documents ” means, with respect to any Person, the certificate of formation, certificate of incorporation, certificate of limited partnership, bylaws, limited liability company or operating agreement, limited partnership agreement or other governing or constituent documents of such Person.

“ Permit ” means any permit, license, franchise, approval, consent, registration, clearance, variance, exemption, order, certificate or authorization issued or granted by, under the authority of or pursuant to any Governmental Authority or Law.

“ Permitted Encumbrances ” means (i) Encumbrances for Taxes or other governmental charges not yet due and payable, or which are being contested in good faith and described on Schedule 1.1(b) , (ii) mechanics’, carriers’, warehousemen’s, workers’ and other similar Encumbrances arising or incurred in the ordinary course of business or that are being contested in good faith, (iii) Encumbrances on assets incurred to finance the acquisition of such assets or the construction of improvements thereon, (iv) easements, rights of way, building, zoning and other similar encumbrances or title defects, (v) restrictions on transfers of the First Closing Interests after the First Closing and restrictions on transfers of the Second Closing Interests after the Second Closing, in each case, as set forth in the Organizational Documents of the Subject Entities, the LIHTC Funds and their respective Subsidiaries or as otherwise imposed by the applicable requirements of HUD or state housing agencies, (vi) restrictions on transfers of the Assets after the First Closing pursuant to the contracts and agreements governing the rights in or to such Assets, and (vii) Encumbrances on assets that are not material to the Business which are incurred in the ordinary course of business.

“ Person ” means any natural person, corporation, general partnership, limited partnership, limited or unlimited liability company, proprietorship, trust, joint venture, other business entity or Governmental Authority.

“ Plan ” means any employment, consulting, bonus, incentive compensation, deferred compensation, pension, profit sharing, retirement, stock purchase, stock option, stock ownership, stock appreciation rights, phantom stock, equity (or equity based), leave of absence, layoff, vacation, day or dependent care, legal services, cafeteria, life, health, medical, dental, vision, welfare, accident, disability, workmen’s compensation or other insurance, severance, separation, termination, change of control, collective bargaining or other benefit plan, understanding, agreement, practice, policy or arrangement of any kind, and whether or not subject to ERISA, including any “employee benefit plan” within the meaning of Section 3(3) of ERISA.

“ Pre-Closing Tax Period ” means: (i) with respect to the Subject Entities, the First Closing Funds and their respective Subsidiaries that are directly or indirectly acquired by Purchaser (or its designee) at the First Closing, any taxable period ending on or before the First Closing Date and, with respect to any taxable period that includes (but does not end on) the First Closing Date, the portion ending on and including the First Closing Date; and (ii) with respect to the Subject Entities, the Acquired Remainder Funds and their respective Subsidiaries that are directly or indirectly acquired by Purchaser (or its designee) at the Second Closing, any taxable period ending on or before the Second Closing Date and, with respect to any taxable period that includes (but does not end on) the Second Closing Date, the portion ending on and including the Second Closing Date.

“ Project Partnerships ” means any Person in which any LIHTC Fund has a direct or indirect investment and which directly or indirectly owns any interest in any low income housing tax credit project.

“ Purchaser Leased Space ” means the entire 13th and 14th floors of the Leased Real Property as more particularly described in the Real Property Lease.

“ Purchaser Material Adverse Effect ” means a material adverse effect on the enforceability of Purchaser’s obligations under this Agreement or the other Transaction Documents or Purchaser’s ability to perform its obligations under this Agreement or the other Transaction Documents or to consummate the transactions contemplated by this Agreement or the other Transaction Documents without material delay.

“ Real Property Lease ” means the lease agreement, dated as of June 1, 2005 and entered into between Parent (as tenant) and Landlord.

“ Release ” means any releasing, spilling, leaking, discharging, disposing of, pumping, pouring, emitting, emptying, injecting, leaching, dumping or allowing to escape in violation of any Environmental Law.

“ Remainder Agreements ” means the Material Contracts requiring consent as set forth on Schedule VI with respect to which all third party consents and approvals required to transfer such Material Contracts to Purchaser (or its designee) as contemplated by this Agreement shall not have been obtained on or prior to the Third Business Day prior to the First Closing Date.

“ Remainder Funds ” means: (i) the Required Consent Fund Interests set forth on Schedule V with respect to which all third party and Governmental Authority consents and approvals required to transfer such interests to Purchaser (or its designee) as contemplated by this Agreement shall not have been obtained on or prior to the third Business Day prior to the First Closing Date; and (ii) the LIHTC Funds known as Fund 2040 — MMAFGAFH1 — MMA Affordable Housing Fund 1 and 2041 — MMAFGAFH2 — MMA Financial Guaranteed Affordable Housing Fund 2.

“ Remainder Funds Restructuring ” means the actions to be taken and the transactions to be effected by the Seller Parties and their respective Affiliates to cause the Remainder Funds to not be transferred to Purchaser (or its designee) at the First Closing, which actions and transactions shall be taken and effected on terms and conditions reasonably satisfactory to Purchaser.

“ Remainder Fund Valuation Amount ” means, with respect to each LIHTC Fund and Subject Entity set forth on Schedule V , the amount set forth opposite the name of such LIHTC Fund or Subject Entity on Schedule V in the column titled “Fund Valuation Amount.”

“ Remainder Fund Withholding Amount ” means an amount equal to the sum of the Remainder Fund Valuation Amounts with respect to all of the Remainder Funds

“ Required Consent Fund Interests ” means the Fund Interests set forth on Schedule V .

“ Restructuring ” means the actions to be taken and the transactions to be effected by the Seller Parties and their respective Affiliates set forth on Exhibit B (subject to modifications thereto, as necessary, to exclude or include Entity Interests and Required Consent Fund Interests dependant upon whether all third party and Governmental Authority consents and approvals required to directly or indirectly transfer such interests to Purchaser (or its designee) as contemplated by this Agreement shall have been obtained), which actions and transactions shall be taken and effected on terms and conditions reasonably satisfactory to Purchaser.

“ Second Closing ” means the closing of the sale and purchase of the Second Closing Interests as contemplated by this Agreement.

“ Second Closing Date ” means August 31, 2009 or, as mutually agreed to by Parent and Purchaser, such other date on which the Second Closing occurs.

“ Second Closing Interests ” means: (i) the Entity Interests that are not First Closing Interests and with respect to which any and all third party and Governmental Authority consents and approvals required to directly or indirectly transfer such interests to Purchaser (or its designee) at the Second Closing as contemplated by this Agreement shall have been obtained on or prior to the third Business Day prior to the Second Closing Date; (ii) the Remainder Funds, in each case, with respect to which all third party and Governmental Authority consents and approvals required to directly or indirectly transfer such interests to Purchaser (or its designee) as contemplated by this Agreement shall have been obtained on or prior to the third Business Day prior to the Second Closing Date; and (iii) any Holdover GP Takeback with respect to which all third party and Governmental Authority consents and approvals required to directly or indirectly transfer such Holdover GP Takeback to Purchaser (or its designee) as contemplated by this Agreement shall have been obtained on or prior to the third Business Day prior to the Second Closing Date.

“ Second Closing Restructuring ” means the actions to be taken and the transactions to be effected by the Seller Parties and their respective Affiliates to cause the Remainder Funds with respect to which Second Closing Interests will not be directly or indirectly acquired by Purchaser (or its designee) at the Second Closing to not be transferred to Purchaser (or its designee) at the Second Closing, which actions and transactions shall be taken and effected on terms and conditions reasonably satisfactory to Purchaser.

“ SLP ” means MMA Special Limited Partner, Inc. or SLP, Inc. (as applicable).

“ Subject Entities ” means the companies set forth on Schedule IV and the Newcos.

“ Subsidiary ” means, with respect to any specified Person, any other Person: (i) of which such specified Person owns, directly or indirectly, more than 50% of the equity or other ownership interests in such other Person; (ii) of which such specified Person or any other Subsidiary of such specified Person is a general partner; or (iii) of which securities, or equity or other ownership interests, having ordinary voting power to elect a majority of the board of directors (or other governing body) thereof or other Persons performing similar functions with respect to such other Person are owned, directly or indirectly, by such specified Person and/or one or more of such specified Person’s Subsidiaries; provided , that entities which would otherwise be considered as Subsidiaries of the LIHTC Funds (including the Project Partnerships) shall not be considered “Subsidiaries” for purposes of this Agreement, other than for purposes of Section 3.11(d) (under which Section such entities shall be considered “Subsidiaries” of the LIHTC Funds); provided , further , that, subject to the provisions of the definition of “Losses” (above), the LIHTC Funds and any other Person, the majority of the outstanding equity interests of which are not directly or indirectly owned by the Seller Parties shall not be considered “Subsidiaries” for purposes of Section 7.2 of this Agreement.

“ Tax ” and “ Taxes ” means: (i) any and all taxes, levies, fees, duties and charges of any kind, whether or not imposed including U.S. federal, state, county, local and foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, capital stock, franchise, profits, withholding, social security (or similar, including FICA), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added and alternative minimum taxes, as well as any interest, penalty, or addition to such taxes, imposed by a Governmental Authority in connection therewith or with respect thereto, whether or not disputed; (ii) liability for the payment of any amounts of the type described in the immediately preceding clause (i) as a result of being a member of an affiliated, consolidated, combined, unitary or aggregate group; and (iii) liability for the payment of any amounts as a result of an express or implied obligation to indemnify any other Person with respect to the payment of any amounts described in the immediately preceding clause (i) or (ii).

“ Tax Return ” means any return, declaration, report, claim for refund or information return or statement relating to Taxes required to be filed with a Governmental Authority (a “ Tax Authority ”), including any schedule or attachment thereto, and including any amendment thereof.

“ Transaction Documents ” means this Agreement, the Transitional Services Agreement, the Management Agreement, the Lease Resolution Documents, the Escrow Agreement, each Letter of Credit, each Substitute Letter of Credit, the GP Takeback Management Agreement and any other document, agreement or instrument executed and/or delivered pursuant to or in connection with this Agreement or the transactions contemplated hereby.

“ Transitional Services Agreement ” means a Transitional Services Agreement, substantially in the form attached as Exhibit A hereto, with such other and additional terms thereof as shall have been reasonably agreed to by Parent and Purchaser.

Section 1.2. Other Defined Terms .

(a) Other terms defined are in the other parts of this Agreement indicated below:

(b) For the purposes of this Agreement, except to the extent that the context otherwise requires:

(i) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated;

(ii) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;

(iii) whenever the words “include,” “includes” or “including” (or similar terms) are used in this Agreement, they are deemed to be followed by the words “without limitation”;

(iv) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;

(v) all terms defined in this Agreement have their defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;

(vi) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;

(vii) if any action is to be taken by any party hereto pursuant to this Agreement on a day that is not a Business Day, such action shall be taken on the next Business Day following such day;

(viii) references to a Person are also to its permitted successors and assigns;

(ix) the use of “or” is not intended to be exclusive unless expressly indicated otherwise; and

(x) references to “ $ ” shall mean U.S. dollars.

(c) This Agreement is the product of negotiation by the parties having the assistance of counsel and other advisors. It is the intention of the parties that neither party shall be considered the drafter hereof and that this Agreement not be construed more strictly with regard to one party than to any other.

ARTICLE II.

PURCHASE AND SALE

Section 2.1. Restructuring; Purchase and Sale .

(a)  Restructuring; Assets; Assumed Liabilities; Excluded Assets; Excluded Liabilities . At or prior to the First Closing, the Seller Parties shall, and shall cause their respective Affiliates, to consummate the Restructuring and pursuant thereto:

(i) to contribute, assign, transfer, convey and deliver, free and clear of all Encumbrances (other than Permitted Encumbrances), to one or more Subject Entities or their Subsidiaries that are to be directly or indirectly acquired by Purchaser at the First Closing all of each Seller Party’s and its respective Affiliates’ right, title and interest in, to and under the assets, properties and rights of such Seller Party and such Affiliates that are primarily used in, or associated with, the Business (other than Entity Interests and Fund Interests), including the assets, properties and rights set forth on Schedule 2.1(a)(i) (all such assets, properties and rights are referred to herein as the “ Assets ”);

(ii) to cause the assumption by one or more Subject Entities or one or more of their Subsidiaries that are to be directly or indirectly acquired by Purchaser at the First Closing of, and such Subject Entities and their Subsidiaries (as applicable) shall thereafter be obligated to pay, perform or discharge, as the case may be, when due from and after such assignment the Future Interest Amount and the liabilities set forth on Schedule 2.1(a)(ii) (the “ Assumed Liabilities ”);

(iii) to cause the assignment, transfer and delivery or distribution by the Subject Entities and/or one or more of their Subsidiaries (as applicable) to the Sellers (or their designated transferees), free and clear of all Encumbrances, all of the Subject Entities’ and their Subsidiaries’ right, title and interest in, to and under only the assets, properties and rights of the Subject Entities and their Subsidiaries set forth on Schedule 2.1(a)(iii) (the “ Excluded Assets ”); and

(iv) to cause the assumption by one or more Seller Parties or one or more of their respective Affiliates (other than any Subject Entity, LIHTC Fund or any of their respective Subsidiaries) of, and such Seller Parties and their Affiliates (as applicable) shall thereafter be obligated to pay, perform or discharge, as the case may be, when due, whether prior to, from or after such assignment, (A) any and all liabilities or obligations arising from or otherwise related to or associated with any Excluded Asset and (B) the liabilities and obligations set forth on Schedule 2.1(a)(iv) (such liabilities and obligations described in the immediately preceding clauses (A) and (B), the “ Excluded Liabilities ”).

(b)  Remainder Funds . From and after the First Closing, and subject to compliance with applicable Law, Parent and/or the Sellers shall retain title to the Required Consent Fund Interests of any Remainder Fund that shall have not become First Closing Interests that are transferred to Purchaser (or its designee) at the First Closing. Purchaser shall manage such Remainder Funds pursuant to the Management Agreement, under which, subject to the terms and conditions thereof, from and after the First Closing, Purchaser shall receive all the benefits and bear all the costs, liabilities and burdens with respect to such Remainder Funds. Without limiting, and in furtherance of, the foregoing, the Seller Parties, on the one hand, and Purchaser, on the other hand, shall reasonably cooperate in good faith to establish and implement such arrangements as any such party reasonably may request of the other(s) to ensure that, to the greatest extent permitted by applicable Law, from and after the First Closing, the economic benefits and burdens of the Remainder Funds and the entire Business (including the Remainder Funds) are held and borne by Purchaser, subject to the provisions of the Management Agreement. From and after the Second Closing, and subject to compliance with applicable Law, Parent and/or the Sellers shall retain title to the Required Consent Fund Interests of any Remainder Fund that shall have not become (A) First Closing Interests that are directly or indirectly acquired by Purchaser (or its designee) at the First Closing or (B) Second Closing Interests that are directly or indirectly acquired by Purchaser (or its designee) at the Second Closing. Purchaser shall continue to manage such Remainder Funds from and after the Second Closing pursuant to the Management Agreement.

(c)  Sale of the First Closing Interests . At the First Closing, and after the consummation of the Restructuring and the Remainder Funds Restructuring, upon the terms and subject to the conditions set forth in this Agreement, the Sellers will, and Parent will cause the Sellers to, directly or indirectly sell, transfer, assign, convey and deliver to Purchaser or its designee (or the Seller Parties will otherwise cause the sale, transfer assignment, conveyance and delivery to Purchaser or its designee), and Purchaser will, or will cause such designee to, purchase and accept from the Sellers, the First Closing Interests.

(d)  Sale of the Second Closing Interests . At the Second Closing, and after the consummation of the Second Closing Restructuring, upon the terms and subject to the conditions set forth in this Agreement, the Sellers will, and Parent will cause the Sellers to, directly or indirectly sell, transfer, assign, convey and deliver to Purchaser or its designee (or the Seller Parties will otherwise cause the sale, transfer assignment, conveyance and delivery to Purchaser or its designee), and Purchaser will, or will cause such designee to, purchase and accept from the Sellers, the Second Closing Interests.

Section 2.2. Purchase Price .

(a) The purchase price (the “ First Closing Purchase Price ”) to be paid to the Sellers for the First Closing Interests at the First Closing shall be $18,670,000, which First Closing Purchase Price shall be subject to adjustment as set forth in Section 2.3 and shall be payable as set forth in Sections 2.3 and 2.9(a) .

(b) The purchase price to be paid to the Sellers for the Second Closing Interests at the Second Closing shall be an amount equal to the sum of the Remainder Fund Valuation Amounts with respect to all of the Acquired Remainder Funds, which amount shall bear interest for the benefit of the Seller Parties at an annual rate equal to 8%, calculated based on a 365 day year from the First Closing Date until the Second Closing Date (such sum of the Remainder Fund Valuation Amounts with respect to all of the Acquired Remainder Funds, together with such interest thereon, the “ Second Closing Purchase Price ”). The Second Closing Purchase Price shall be payable as set forth in Section 2.11(a) .

Section 2.3. Purchase Price Adjustments .

(a) Not more than ten Business Days, nor less than five Business Days, prior to the First Closing Date, Parent shall deliver to Purchaser a statement (the “ Preliminary First Closing Statement ”), duly executed by the Chief Financial Officer or Chief Executive Officer of Parent, setting forth in reasonable detail, and certifying to Purchaser, the Seller Parties’ good faith calculation (including the methods of calculation) of: (A) the cumulative amount of the Bridge Loan Interest Expense accrued or incurred since inception through and including February 28, 2009, whether or not due and payable (the “ February Cumulative Interest Amount ”); (B) the aggregate amount (the “ Paid Interest Amount ”) of any portion of such Bridge Loan Interest Expense actually paid by the Seller Parties or their respective Affiliates (other than any Subject Entity, LIHTC Fund or any of their respective Subsidiaries) to or on behalf of any LIHTC Fund since inception to February 28, 2009; (C) the actual and projected aggregate amount of the Bridge Loan Interest Expense to be incurred after February 28, 2009 (the “ Future Interest Amount ”); (D) any and all Interim Paid Management Fees; (E) any and all Expenses incurred or accrued by, or on behalf of, any Subject Entity, or LIHTC Fund and outstanding as of May 31, 2009 (the “ Interim Accrued Expenses ”); and (F) the aggregate amount (the “ Paid Interim Expense Amount ”) of any portion of such Interim Accrued Expenses actually paid by the Seller Parties or their respective Affiliates as of May 31, 2009. The Seller Parties shall consult with Purchaser with respect to the preparation of the Preliminary First Closing Statement and the calculations set forth therein and shall consider in good faith any comments to the Preliminary First Closing Statement or the calculation set forth therein that may be provided to Parent by Purchaser. At the First Closing, the First Closing Purchase Price shall be adjusted as follows:

(i) in the event that the aggregate amount of the Interim Paid Management Fees (excluding any Interim Paid Management Fees paid to or for the benefit of, or otherwise received by, any Subject Entity, LIHTC Fund or any of their respective Subsidiaries) exceeds an amount equal to (A) the First Closing Ticking Fee Amount, multiplied by (B) the number of elapsed days from and including January 1, 2009 through and including the Interim Measurement Date, the First Closing Purchase Price shall be decreased by an amount equal to such excess;

(ii) in the event that the aggregate amount of the Interim Paid Management Fees (excluding any Interim Paid Management Fees paid to or for the benefit of, or otherwise received by, any Subject Entity, LIHTC Fund or any of their respective Subsidiaries) is less than an amount equal to (A) the First Closing Ticking Fee Amount, multiplied by (B) the number of elapsed days from and including January 1, 2009 through and including the Interim Measurement Date, the First Closing Purchase Price shall be increased by an amount equal to such shortfall;

(iii) in the event that the aggregate amount of the Paid Interim Expense Amount is less than the amount of Interim Accrued Closing Expenses, the First Closing Purchase Price shall be decreased by an amount equal to such shortfall; and

(iv) the First Closing Purchase Price shall be decreased by an amount equal to the Remainder Fund Withholding Amount.

(b) In addition to paying the First Closing Purchase Price in accordance with Section 2.9(a) , Purchaser shall deposit, on the First Closing Date, an amount in cash equal to (A) the First Closing Ticking Fee Amount, multiplied by (B) the number of elapsed calendar days from and including the day immediately after the Interim Measurement Date up to and including the First Closing Date (the “ Ticking Fee Escrow ”) into an escrow account with the Escrow Agent, such Ticking Fee Escrow to be held in, and released from, escrow pursuant to, and in accordance with, the Escrow Agreement.

(c) As soon as practicable, but in no event later than 45 days, after the First Closing Date, Purchaser shall deliver, or cause to be delivered, to Parent a statement (the “ Proposed First Closing Statement ”) setting forth Purchaser’s good faith calculation of: (i) the February Cumulative Interest Amount; (ii) the Paid Interest Amount; (iii) the Future Interest Amount; (iv) the Interim Paid Management Fees (excluding any Interim Paid Management Fees paid to or for the benefit of, or otherwise received by, any Subject Entity, LIHTC Fund or any of their respective Subsidiaries); (v) the amount of any and all Management Fee Amounts paid to or for the benefit of, or otherwise received by, any Seller Party or any of its Affiliates (other than any Subject Entity, LIHTC Fund or any of their respective Subsidiaries) from and including the date immediately following the Interim Measurement Date through and including the First Closing Date (such Management Fee Amounts, together with such Interim Paid Management Fees, the “ Paid Management Fees ”); (vi) the amount of any and all Expenses incurred or accrued by, or on behalf of, any Subject Entity or LIHTC Fund from and including June 1, 2009 through and including the First Closing Date (such Expenses, together with the Interim Accrued Expenses, the “ Accrued Expenses ”); and (vii) the aggregate amount of any portion of the Accrued Expenses actually paid by the Seller Parties or their respective Affiliates as of the First Closing Date (the “ Paid Expense Amount ” and together with the February Cumulative Interest Amount, the Paid Interest Amount, the Future Interest Amount, the Paid Management Fees and the Accrued Expenses, collectively, the “ Adjustment Amounts ”).

(d) For 30 days following Parent’s receipt of the Proposed First Closing Statement (such 30 day period, the “ Objection Period ”), Parent shall have the right to notify Purchaser in writing (such notice, an “ Objection Notice ”) as to Parent’s objections to the calculations and/or amounts of the Adjustment Amounts set forth in the Proposed First Closing Statement. After delivery of the Proposed First Closing Statement, Purchaser shall provide Parent and its representatives reasonable access to the financial books and records pertaining to the Business for the purpose of allowing Parent to confirm the calculations and/or amounts of the Adjustment Amounts set forth in the Proposed First Closing Statement.

(e) If Parent fails to deliver an Objection Notice to Purchaser during the Objection Period, each of the Adjustment Amounts set forth in the Proposed First Closing Statement shall be the Adjustment Amounts for all purposes hereunder and shall be deemed conclusive and binding upon each of the parties hereto. If Parent delivers an Objection Notice during the Objection Period, Purchaser and Parent shall use commercially reasonable efforts to resolve any such objection and to agree upon the Adjustment Amounts. If Purchaser and Parent fail to resolve any such objection and do not agree upon the Adjustment Amounts within 30 days after Purchaser’s receipt of the Objection Notice, Purchaser and Parent shall refer such remaining objection to Ernst & Young (the “ Firm ”) to resolve such objection. Purchaser and Parent shall instruct such Firm to resolve such objection (based solely on the presentations by Purchaser and Parent as to whether any disputed matter had been determined in accordance with this Agreement), and to calculate the Adjustment Amounts (which shall reflect and take into account any resolved objections that had been agreed upon by Purchaser and Parent prior to the referral of such matter to the Firm), within 30 days after its selection, which resolution will be conclusive and binding upon the parties hereto. The parties shall make reasonably available to the Firm all relevant books and records and other items reasonably requested by the Firm. If Purchaser and Parent submit any unresolved objections to the Firm for resolution as provided in this Section 2.3(e) , the fees and expenses of the Firm shall be borne (i) 50% by Parent and the Sellers (jointly and severally), and (ii) 50% by Purchaser.

(f) After the Adjustment Amounts are determined pursuant to this Section 2.3 , the First Closing Purchase Price shall be adjusted as follows:

(i) in the event that (A) the February Cumulative Interest Amount, less (B) the Paid Interest Amount exceeds $8,210,000, the First Closing Purchase Price shall be reduced by an amount equal to such excess;

(ii) in the event that (A) the February Cumulative Interest Amount, less (B) the Paid Interest Amount is less than $8,210,000, the First Closing Purchase Price shall be increased by an amount equal to such difference;

(iii) in the event that the First Closing Purchase Price shall have been decreased pursuant to Section 2.3(a)(i) and the aggregate amount of the Paid Management Fees exceeds an amount equal to (A) the First Closing Ticking Fee Amount, multiplied by (B) the number of elapsed days of the First Closing Collection Period, the First Closing Purchase Price shall be decreased by an amount equal to such excess, less the amount by which the First Closing Purchase Price was so decreased pursuant to Section 2.3(a)(i) ;

(iv) in the event that the First Closing Purchase Price shall have been decreased pursuant to Section 2.3(a)(i) and the aggregate amount of the Paid Management Fees is less than an amount equal to (A) the First Closing Ticking Fee Amount, multiplied by (B) the number of elapsed days of the First Closing Collection Period, the First Closing Purchase Price shall be increased by an amount equal to such shortfall, plus the amount by which the First Closing Purchase Price was so decreased pursuant to Section 2.3(a)(i) ;

(v) in the event that the First Closing Purchase Price shall have been increased pursuant to Section 2.3(a)(ii) and the aggregate amount of the Paid Management Fees is less than an amount equal to (A) the First Closing Ticking Fee Amount, multiplied by (B) the number of elapsed days of the First Closing Collection Period, the First Closing Purchase Price shall be increased by an amount equal to such shortfall, less the amount by which the First Closing Purchase Price was so increased pursuant to Section 2.3(a)(ii) ;

(vi) in the event that the First Closing Purchase Price shall have been increased pursuant to Section 2.3(a)(ii) and the aggregate amount of the Paid Management Fees exceeds an amount equal to (A) the First Closing Ticking Fee Amount, multiplied by (B) the number of elapsed days of the First Closing Collection Period, the First Closing Purchase Price shall be decreased by an amount equal to such excess, plus the amount by which the First Closing Purchase Price was so increased pursuant to Section 2.3(a)(ii) ;

(vii) in the event that the aggregate amount of the Paid Management Fees is equal to the amount of (A) the First Closing Ticking Fee Amount, multiplied by (B) the number of elapsed days of the First Closing Collection Period, the First Closing Purchase Price shall be: (Y) decreased by an amount equal to any prior increase in the First Closing Purchase Price pursuant to Section 2.3(a)(ii) , or (Z) increased by an amount equal to any prior decrease in the First Closing Purchase Price pursuant to Section 2.3(a)(i) ;

(viii) in the event that the aggregate amount of the Paid Expense Amount is less than the amount of the Accrued Expenses, and such shortfall is in excess of the amount (if any) by which the First Closing Purchase Price shall have been decreased pursuant to Section 2.3(a)(iii) , the First Closing Purchase Price shall be decreased by an amount equal to such excess amount; and

(ix) in the event that the First Closing Purchase Price shall have been decreased pursuant to Section 2.3(a)(iii) and the amount by which the First Closing Purchase Price shall have been decreased is in excess of the difference between the Paid Expense Amount and the Accrued Expenses, the First Closing Purchase Price shall be increased by an amount equal to such excess amount.

(g) In the event that the net amount of all adjustments to the First Closing Purchase Price pursuant to Section 2.3(f) results in: (i) an increase of the First Closing Purchase Price, within five Business Days after the final determination of the Adjustment Amounts pursuant to this Section 2.3 , Purchaser shall pay to Parent (for the benefit of the Sellers), by wire transfer of immediately available funds to one or more accounts specified by Parent in writing, an amount equal to such increase; or (ii) a decrease of the First Closing Purchase Price, within five Business Days after the final determination of the Adjustment Amounts pursuant to this Section 2.3 , Parent and the Sellers (jointly and severally) shall pay to Purchaser, by wire transfer of immediately available funds to one or more accounts specified by Purchaser in writing, an amount equal to such decrease.

(h) In the event that Purchaser is in breach of its payment obligation owing to Parent (for the benefit of the Sellers) pursuant to Section 2.3(g)(i) , Parent (for the benefit of the Sellers) shall be entitled to withdraw such amount from the Ticking Fee Escrow in accordance with the Escrow Agreement, in full and final satisfaction of the outstanding payment obligations owing to Parent (for the benefit of the Sellers) under Section 2.3(g)(i) ; provided , however , that, if the amount payable to Parent (for the benefit of the Sellers) pursuant to Section 2.3(g)(i) exceeds the then remaining balance of the Ticking Fee Escrow, Purchaser shall remain liable to Parent (for the benefit of the Sellers) for an amount equal to such excess.

(i) In the event that the Seller Parties are in breach of their payment obligation owing to Purchaser pursuant to Section 2.3(g)(ii) , Purchaser shall be entitled to set off and withdraw such amount from the Ticking Fee Escrow in accordance with the Escrow Agreement, in full and final satisfaction of the outstanding payment obligations owing to Purchaser under Section 2.3(g)(ii) ; provided , however , that, that, if the amount payable to Purchaser pursuant to Section 2.3(g)(ii) exceeds the then remaining balance of the Ticking Fee Escrow, Parent and the Sellers shall remain jointly and severally liable to Purchaser for an amount equal to such excess; provided , further , that, without limiting, and in furtherance of, the provisions of the foregoing proviso, if the aggregate amount of the Ticking Fee Escrow is insufficient to satisfy the entire payment obligation owing to Purchaser under Section 2.3(g)(ii) , then Purchaser shall have the right (but not the obligation) to (i) withdraw or collect such shortfall from the Collateral Amount Escrow (including any Escrow Substitution) in accordance with the Escrow Agreement and/or (ii) draw an amount equal to such shortfall under any Letter of Credit or Substitute Letter of Credit. For the avoidance of doubt, in the event Purchaser deducts any funds from the Collateral Amount Escrow pursuant to the preceding sentence, the Seller Parties will have no obligation whatsoever to replenish such amounts so deducted by Purchaser in order to satisfy their obligations under Section 2.4 .

(j) In addition to the foregoing adjustments to the First Closing Purchase Price under this Section 2.3 , in the event that the aggregate amount of the Bridge Loan Interest Expense accrued with respect to the period from and including March 1, 2009 through and including December 31, 2009 is less than $3,645,000, Purchaser shall pay to the Sellers by wire transfer of immediately available funds, on the earlier of (i) the date on which Purchaser makes all payments of all Bridge Loan Interest Expenses to all bridge funds; and (ii) March 31, 2010, an amount equal to such shortfall. Any payment by Purchaser pursuant to this Section 2.3(j) shall be treated as an adjustment to the First Closing Purchase Price including for Tax purposes and, at the time of such payment, Purchaser shall deliver, or cause to be delivered, to Parent a statement (the “ BLIE Statement ”) setting forth Purchaser’s good faith calculation of the aggregate amount of the Bridge Loan Interest Expense accrued with respect to the period from and including March 1, 2009 through and including December 31, 2009 (the “ BLIE Amount ”). In the event Purchaser determines that no such BLIE Amount is payable to Parent, Purchaser shall deliver or cause to be delivered the BLIE Statement to the Parent no later than January 31, 2010.

For 30 days following Parent’s receipt of the BLIE Statement (such 30 day period, the “ BLIE Objection Period ”), Parent shall have the right to notify Purchaser in writing (such notice, an “ BLIE Objection Notice ”) as to Parent’s objections to the calculations and/or amounts of the BLIE Amount set forth in the BLIE Statement. After delivery of the BLIE Statement, Purchaser shall provide Parent and its representatives reasonable access to the financial books and records pertaining to the Business for the purpose of allowing Parent to confirm the calculations and/or amounts of the BLIE Amount set forth in the BLIE Statement. If Parent fails to deliver an BLIE Objection Notice to Purchaser during the BLIE Objection Period, the BLIE Amount shall be the final BLIE Amount for all purposes hereunder and shall be deemed conclusive and binding upon each of the parties hereto. If Parent delivers a BLIE Objection Notice during the BLIE Objection Period, Purchaser and Parent shall use commercially reasonable efforts to resolve any such objection and to agree upon the BLIE Amount. If Purchaser and Parent fail to resolve any such objection and do not agree upon the BLIE Amount within 30 days after Purchaser’s receipt of the BLIE Objection Notice, Purchaser and Parent shall refer such matter to the Firm. Purchaser and Parent shall instruct the Firm to resolve such objection (based solely on the presentations by Purchaser and Parent as to whether any disputed matter had been determined in accordance with this Agreement), and to calculate the BLIE Amount within 30 days after its selection, which resolution will be conclusive and binding upon the parties hereto. The parties shall make reasonably available to the Firm all relevant books and records and other items reasonably requested by the Firm. If Purchaser and Parent submit any unresolved objections to the Firm for resolution as provided in this Section 2.3(j) , the fees and expenses of the Firm shall be borne (A) 50% by Parent and the Sellers (jointly and severally), and (B) 50% by Purchaser.

(k) In the event Purchaser is in breach of any payment obligation owing to the Seller Parties pursuant to Sections 2.3(g)(i) or 2.3(j) , the Seller Parties shall be entitled to set off such amounts due to Parent (or its Affiliates) against any amounts payable to Purchaser or its Affiliates under the Management Agreement.

(l) Any and all payments under this Section 2.3 shall be made by wire transfer of immediately available funds and shall, in respect of any payments due after the First Closing Date, bear interest for the benefit of the receiving party at an annual rate (the “ Interest Rate ”) equal to the “ Prime Rate ” as reported in The Wall Street Journal as in effect on the First Closing Date plus 1%, calculated based on a 365 day year from the First Closing Date until the date of the applicable payment, except for any payments due to Seller Parties under Section 2.3(j) which shall accrue interest at the Interest Rate from December 31, 2009 until such payment is made.

Section 2.4. Collateral for Bridging Issue .

(a) In the event that the Bridge Resolution shall have not occurred at or prior to the Second Closing, Parent shall, at its sole option and on behalf of the Seller Parties, take one of the following actions at or prior to the Second Closing:

(i) Parent shall direct Purchaser, in writing, to deduct from the Second Closing Purchase Price an amount in cash equal to $2,200,000 (the “ Collateral Amount ”) (if the Second Closing Purchase Price exceeds the Collateral Amount) and to deposit such cash amount (the “ Collateral Amount Escrow ”) into an escrow account, with a financial institution or other escrow agent reasonably acceptable to Purchaser and Parent (the “ Escrow Agent ”), such Collateral Amount Escrow to be held in escrow pursuant to, and in accordance with, the terms and conditions of the Escrow Agreement, until: (A) a Bridge Resolution or an LC Substitution shall have occurred, in which case, the portion of the Collateral Amount Escrow which is the subject of the Bridge Resolution or LC Substitution shall be released to Parent; or (B) the Bridge Fund shall fail to satisfy its equity contribution obligations to all Persons in which it has made an investment to fund its reserves consistent with its Organizational Documents or to pay all other third party expenses of the Bridge Fund on a timely basis, in which case, a portion of the Collateral Amount Escrow corresponding to any such Loss (when and as paid or funded by or on behalf of the Bridge Fund) shall be released to Purchaser; or

(ii) Parent shall cause to be issued and delivered to Purchaser (or its designee), and shall cause to be maintained and remain in place until a Bridge Resolution or an Escrow Substitution shall have occurred, in which case, the aggregate amount of any Letters of Credit shall be reduced by an amount equal to the portion of the Collateral Amount relating to the Bridging Issue which is the subject of such Bridge Resolution or the Escrow Substitution, one or more letters of credit in an aggregate amount equal to the Collateral Amount drawn on a financial institution rated A minus or greater by Standard & Poor’s or its equivalent, the only conditions to the effectuation of draws thereunder by any beneficiary thereof shall be those conditions set forth on Exhibit D hereto (each, a “ Letter of Credit ”).

(b) After the Second Closing, and in the event the Seller Parties have deposited Collateral Amount Escrow with the Escrow Agent in accordance with Section 2.4(a)(i) , the Seller Parties may from time to time, and at their sole option, cause to be issued and delivered to Purchaser (or its designee), and shall cause to be maintained and remain in place until a Bridge Resolution or an Escrow Substitution shall have occurred, one or more Letters of Credit (a “ Substitute Letter of Credit ”) for an amount representing all or part of the Collateral Amount Escrow drawn on a financial institution rated A minus or greater by Standard & Poor’s or its equivalent, the only conditions to the effectuation of draws thereunder by any beneficiary thereof shall be those conditions set forth on Exhibit D hereto (an “ LC Substitution ”). Upon Purchaser’s receipt of such LC Substitution representing all or part of the Collateral Amount Escrow, Purchaser and Parent shall execute and deliver to the Escrow Agent joint instructions to promptly release the corresponding amount from the Collateral Amount Escrow held by the Escrow Agent to Seller Parties.

(c) After the Second Closing, and in the event the Seller Parties have delivered one or more Letters of Credit to Purchaser in accordance with Section 2.4(a)(ii) , the Seller Parties may from time to time, and at their sole option, deposit with the Escrow Agent, cash equal to all or any part of the Collateral Amount represented by the Letters of Credit held by Purchaser (an “ Escrow Substitution ”), and upon Purchaser’s receipt of written confirmation from the Escrow Agent of such Escrow Substitution and a Letter of Credit for the remaining balance, if any, of the Substitute Letters of Credit, Purchaser shall promptly release the aggregate amount represented by the Letter of Credit.

Section 2.5. GP Takeback Put Option . Schedule 2.5 hereto sets forth the Project Partnerships in which an Affiliate of the Seller Parties is a general partner (collectively, the “ GP Takebacks ”) and for which prior approval and consent is required from Governmental Authorities (including HUD and state housing agencies) or lenders (each such consent, a “ GP Takeback Consent ”) in order to transfer such general partner interests in respect of such GP Takebacks to Purchaser (or its designee hereunder). The Seller Parties and Purchaser shall use commercially reasonable efforts to obtain such GP Takeback Consents as soon as practicable, but acknowledge that such GP Takeback Consents in respect of the GP Takebacks might not be obtained prior to the First Closing and as such, further agree as follows:

(a) Any GP Takebacks for which GP Takeback Consent is not obtained prior to the First Closing (each, a “ Holdover GP Takeback ”), shall not be included in the interests directly or indirectly transferred to Purchaser at the First Closing under Section 2.1 and all legal right, title and interests of the Seller Parties or their Affiliates in such Holdover GP Takebacks shall remain with such Seller Party or Affiliate (as applicable);

(b) The Seller Parties shall, effective as of the First Closing, and for no additional consideration, appoint Purchaser (or its designee) as agent to manage, exercise control over and otherwise be responsible for the Holdover GP Takebacks, and Purchaser (or its designee) shall accept such appointment at the First Closing and thereafter manage the Holdover GP Takebacks pursuant to the GP Takeback Management Agreement; and

(c) Upon Purchaser or Seller Parties receiving all GP Takeback Consents after the Second Closing with respect to any individual Holdover GP Takeback that is not directly or indirectly acquired by Purchaser at the Second Closing, the Seller Parties (or their Affiliates) shall have the option (a “ GP Takeback Put Option ”) to require Purchaser to purchase such Holdover GP Takeback for which GP Takeback Consent has been so obtained, and Purchaser shall in accordance with, and pursuant to the terms of the GP Takeback Management Agreement, purchase from the Seller Parties (or their Affiliates) such Holdover GP Takeback for the amount set forth opposite such Holdover GP Takeback’s name in Schedule 2.5 .

(d) The Seller Parties and Purchaser further agree that all direct or indirect costs (including, without limitation, any consent, refinancing or other fees or amounts paid or payable to any third party or to Parent or any of its Affiliates) incurred in connection with transferring the GP Takebacks to Purchaser pursuant to this Section 2.5 shall be borne solely by Parent and the Sellers (jointly and severally), provided that each party hereto shall bear all legal costs and expenses incurred by such party in connection with transferring the GP Takebacks to Purchaser (or its designee hereunder) pursuant to this Section 2.5 .

Section 2.6. Purchase Price Allocation .

(a) For U.S. federal income tax purposes, (a) the First Closing Purchase Price and Second Closing Purchase Price shall be allocated among (i) the shares, equity or other ownership interests of the First Closing Interests, Second Closing Interests, and any other interests in Remainder Funds or Holdover GP Takebacks which are treated for U.S. Federal income tax purposes as having been purchased by Purchaser pursuant to the transactions contemplated by this Agreement (collectively, the “ Purchased Interests ”), which Purchased Interests have been issued by entities that are treated as corporations for U.S. federal income tax purposes, and (ii) the Purchased Interests which have been issued by entities that are treated as partnerships or disregarded entities for U.S. federal income tax purposes; and (b) the First Closing Purchase Price and Second Closing Purchase Price shall be further allocated among (i) the assets of any such entity that is treated as a partnership to the extent required by Sections 743 and 751 of the Code, and (ii) the assets of any such entity that is treated as a disregarded entity. Within 120 days after the Second Closing, Sellers will provide to Purchaser a statement (the “ Allocation Statement ”) with Sellers’ proposed allocation of the First Closing Purchase Price and Second Closing Purchase Price. Within 60 days after the receipt of each such Allocation Statement, Purchaser will propose to Sellers in writing any changes to such Allocation Statement (and in the event no such changes are proposed in writing to the Sellers within such time period, Purchaser will be deemed to have agreed to, and be bound by, the Allocation Statement). Purchaser and Sellers will negotiate in good faith, using commercially reasonable efforts, to resolve any differences with respect to the Allocation Statement within 30 days after Sellers’ receipt of written notice of changes from Purchaser. If the parties are unable to resolve any such differences within such time period, each party shall be entitled to use its own allocation statement.

Section 2.7. Closing .

(a) The First Closing shall be held at the offices of Clifford Chance US LLP, 31 West 52nd Street, New York, New York 10019, at 10:00 a.m. local time, on the First Closing Date, provided that all of the conditions set forth in Section 6.1 , 6.2 and 6.3 shall have been satisfied or waived as of the First Closing Date (other than conditions that, by their nature, are to be satisfied at the First Closing, but subject to the satisfaction or waiver of those conditions), or at such other time on the First Closing Date or place as Purchaser and Parent shall mutually agree.

(b) The Second Closing (if any) shall be held at the offices of Clifford Chance US LLP, 31 West 52nd Street, New York, New York 10019, at 10:00 a.m. local time, on the Second Closing Date, provided that all of the conditions set forth in Section 6.4 , 6.5 and 6.6 shall have been satisfied or waived as of the Second Closing Date (other than conditions that, by their nature, are to be satisfied at the Second Closing, but subject to the satisfaction or waiver of those conditions), or at such other time on the Second Closing Date or place as Purchaser and Parent shall mutually agree.

Section 2.8. Remainder Agreements . From and after the First Closing, and subject to compliance with applicable Law, the Seller Parties shall remain parties (as applicable) to the Remainder Agreements that shall have not been transferred to Purchaser (or its designee) at the First Closing. The Seller Parties, on the one hand, and Purchaser, on the other hand, shall reasonably cooperate in good faith to establish and implement such arrangements as any such party reasonably may request of the other(s) to ensure that, to the greatest extent permitted by applicable Law, from and after the First Closing, the economic benefits and burdens of the Remainder Agreements are held and borne by Purchaser, subject to the provisions of the Management Agreement. From and after the Second Closing, and subject to compliance with applicable Law, the Seller Parties shall remain parties (as applicable) to the Remainder Agreements that shall have not been directly or indirectly acquired by Purchaser (or its designee) at the Second Closing. Purchaser shall continue to manage such non-transferred Remainder Agreements from and after the Second Closing pursuant to the Management Agreement.

Section 2.9. First Closing Deliveries by Purchaser . At the First Closing, Purchaser will deliver or cause to be delivered:

(a) to the Sellers, the First Closing Purchase Price, as adjusted pursuant to Section 2.3(a) , by wire transfer of immediately available funds to such account(s) as Parent (on behalf of the Sellers) shall direct by written notice to Purchaser, which notice shall be provided not less than two Business Days prior to the First Closing Date;

(b) to Parent and the Sellers, a counterpart to the Transitional Services Agreement, duly executed by Purchaser;

(c) (i) to Parent and the Escrow Agent, a counterpart to the Escrow Agreement, duly executed by Purchaser, and (ii) to the Escrow Agent, an amount in cash equal to the Ticking Fee Escrow;

(d) to Parent and the Landlord under the Real Property Lease, each Lease Resolution Document to which Purchaser or its designee is a party, in each case duly executed by Purchaser and/or such designee (as applicable);

(e) to Parent and the Sellers, a counterpart to the Management Agreement, duly executed by Purchaser;

(f) in the event that there are any Holdover GP Takebacks as contemplated under Section 2.5 , to Parent and the Sellers, a counterpart to the GP Takeback Management Agreement duly executed by Purchaser (or its designee); and

(g) the officer’s certificate referred to in Section 6.3(c) of this Agreement.

Section 2.10. First Closing Deliveries by the Seller Parties . At the First Closing, the Seller Parties will deliver or cause to be delivered:

(a) to Purchaser, evidence reasonably acceptable to Purchaser of the consummation of the Restructuring;

(b) to Purchaser, evidence reasonably acceptable to Purchaser of the consummation of the Remainder Funds Restructuring;

(c) to Purchaser, evidence reasonably acceptable to Purchaser of the direct or indirect transfer of good and valid title to the First Closing Interests to Purchaser or its designee;

(d) to Purchaser, letters of resignation, in each case effective as of the First Closing, of such members of the boards of directors (and any similar governing bodies) of the Newco and their respective Subsidiaries as are designated by Purchaser;

(e) to Purchaser, a counterpart to the Transitional Services Agreement, duly executed by Parent and the Sellers;

(f) to Purchaser and the Landlord, each Lease Resolution Document to which Parent and/or any of its Affiliates is a party, in each case duly executed by Parent and/or such Affiliates (as applicable);

(g) to Purchaser, a counterpart to the Management Agreement, duly executed by Parent and each of its Affiliates that is a party thereto;

(h) the officer’s certificate referred to in Section 6.2(c) of this Agreement;

(i) in the event that there are any Holdover GP Takebacks as contemplated under Section 2.5 , to Purchaser, a counterpart to the GP Takeback Management Agreement duly executed by each of the Seller Parties and their Affiliates that are parties thereto; and

(j) to Purchaser and the Escrow Agent, a counterpart to the Escrow Agreement, duly executed by Parent (on behalf of the Sellers).

Section 2.11. Second Closing Deliveries by Purchaser . At the Second Closing, Purchaser will deliver or cause to be delivered to the Sellers:

(a) to the Sellers, the Second Closing Purchase Price, less any amounts deposited in escrow pursuant to Section 2.11(b) ; and

(b) in the event that Parent (on behalf of the Sellers) exercises the escrow rights under Section 2.4(a)(i) , to the Escrow Agent, a portion of the Second Closing Purchase Price, in cash, equal to the applicable Collateral Amount.

Section 2.12. Second Closing Deliveries by the Seller Parties . At the Second Closing, the Seller Parties will deliver or cause to be delivered to Purchaser:

(a) evidence reasonably acceptable to Purchaser of the direct or indirect transfer of good and valid title to the Second Closing Interests to Purchaser or its designee;

(b) evidence reasonably acceptable to Purchaser of the consummation of the Second Closing Restructuring;

(c) evidence reasonably acceptable to Purchaser of the transfer of the Remainder Agreements for which the third party consents to transfer such Remainder Agreements to Purchaser (or its designee) at the First Closing shall have been obtained and are in full force and effect;

(d) to Purchaser, letters of resignation, in each case effective as of the Second Closing, of such members of the boards of directors (and any similar governing bodies) of the Subject Entities (other than the Newcos) and their respective Subsidiaries as are designated by Purchaser; and

(e) in the event that Parent (on behalf of the Sellers) exercises the rights under Section 2.4(a)(ii) , to Purchaser, one or more Letters of Credit in an amount equal to the aggregate Collateral Amount, in each case duly executed by the issuer thereof.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES
OF THE SELLER PARTIES

The Seller Parties hereby jointly and severally represent and warrant to Purchaser that, except as set forth in the disclosure schedule delivered by Parent and the Sellers to Purchaser simultaneously with the execution and delivery of this Agreement (the “ Seller Disclosure Schedule ”) (it being understood that a disclosure made in any part of the Seller Disclosure Schedule shall be deemed to have been disclosed in each other part of the Seller Disclosure Schedule for which such disclosure is reasonably apparent on its face):

Section 3.1. Organization and Qualification .

(a) Parent is a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has all requisite corporate or other power and authority to own, license, use, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each Seller is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate or other power and authority to own, license, use, lease and operate its assets and properties and to carry on its business as it is now being conducted.

(b) Each of the Subject Entities, the LIHTC Funds and their respective Subsidiaries is a corporation, limited partnership or limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation or incorporation and has all requisite corporate or other power and authority to own, license, use, lease and operate its assets and properties and to carry on its business (including the Business) as it is now being conducted, except where the failure to be in good standing would not have a Business Material Adverse Effect.

Section 3.2. Authority; Non-Contravention; Approvals .

(a) Each Seller Party and each of its respective Affiliates has all requisite corporate and other power and authority to execute and deliver each Transaction Document to which it is a party and to perform the transactions contemplated by each such Transaction Document. The execution and delivery of the Transaction Documents by each Seller Party and its Affiliates (as applicable) and the performance by the Seller Parties and their respective Affiliates of the transactions contemplated by the Transaction Documents have been approved by all necessary corporate and other action, and no other corporate or other proceedings on the part of the Seller Parties or any of their respective Affiliates are necessary to authorize the execution and delivery of the Transaction Documents by the Seller Parties and their Affiliates and the performance by the Seller Parties and their Affiliates of the transactions contemplated by the Transaction Documents. This Agreement has been, and upon their execution the other Transaction Documents will be, duly executed and delivered by the Seller Parties and their Affiliates (as applicable) and, assuming the due authorization, execution and delivery of the Transaction Documents by Purchaser (or its designee), constitutes, and upon their execution the other Transaction Documents will constitute, valid and binding obligations of the Seller Parties and their Affiliates (as applicable), enforceable against the Seller Parties and their Affiliates (as applicable) in accordance with their respective terms, except as may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereinafter in effect, affecting creditors’ rights generally or general principles of equity.

(b) The execution and delivery by the Seller Parties and their Affiliates (as applicable) of this Agreement and the other Transaction Documents and the performance by them of the transactions contemplated by this Agreement and the other Transaction Documents will not (i) conflict with or result in a breach of any provision of the Organizational Documents of any Seller Party, Subject Entity, any Subsidiary of a Subject Entity or any LIHTC Fund, (ii) result in a violation or breach of or constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, or result in the termination of, or the loss of a benefit under or accelerate the performance required by, or result in a right of termination, modification, cancellation or acceleration under, the terms, conditions or provisions of any contract or other instrument of any kind to which any Seller Party, Subject Entity or any Subsidiary of a Subject Entity is a party or by which any of their respective assets is bound or otherwise relating to the Business, or (iii) violate any order, writ, injunction, decree or Law applicable to any Seller Party, Subject Entity, any Subsidiary of a Subject Entity or any LIHTC Fund or any of their respective assets or otherwise relating to the Business, other than, in the case of clauses (ii) and (iii) above, as would not have, or be reasonably likely to have, a material and adverse effect to any Subject Entity, LIHTC Fund or any of their respective Subsidiaries, individually or in the aggregate.

(c) Except pursuant to the applicable requirements of HUD or state housing agencies set forth in Section 3.2(c) of the Seller Disclosure Schedule , no declaration, filing or registration with, or notice to, or authorization, consent, order or approval of, any Governmental Authority or other Person is required to be obtained or made in connection with or as a result of the execution and delivery of this Agreement and the other Transaction Documents by the Seller Parties and their respective Affiliates (as applicable) or the performance by any of them of the transactions contemplated by this Agreement and the other Transaction Documents, other than such declarations, filings, registrations, notices, authorizations, consents, orders or approvals which, if not made or obtained, as the case may be, would not, and would not reasonably be likely to, be material and adverse to the Business.

Section 3.3. Ownership of Entity Interests, Fund Interests and Assets; Sufficiency of Assets .

(a) The Sellers are, or will be at the First Closing, the sole direct and indirect beneficial, record and legal owners of the First Closing Interests free and clear of all Encumbrances, except for certain interests in MMA Financial BFG Investments, LLC held by those individuals (“ 10% Holders ”) as set out in Section 3.4(a) of the Sellers Disclosure Schedule and except for any Encumbrances created by this Agreement and restrictions on transfer under federal and state securities Laws, pursuant to any contractual restriction contained in the Organizational Documents of the LIHTC Funds or applicable restrictions of HUD or applicable state housing agencies. Upon the delivery of the First Closing Interests by the Sellers to Purchaser or its designee, and the payment of the First Closing Purchase Price to the Sellers, as contemplated under Article II , Purchaser or such designee will acquire sole beneficial, record and legal title to all of the First Closing Interests, in each case free and clear of all Encumbrances, except for restrictions on transfer under federal and state securities laws, Encumbrances created or incurred by Purchaser or its Affiliates or applicable restrictions of HUD or applicable state housing agencies and restrictions expressly contained in the Organizational Documents of the Subject Entities or LIHTC Funds. The Sellers are, or will be at the Second Closing, the sole direct and indirect beneficial, record and legal owners of the Second Closing Interests free and clear of all Encumbrances, except for any Encumbrances created by this Agreement and restrictions on transfer under federal and state securities Laws, pursuant to any contractual restriction contained in the Organizational Documents of the Remainder Funds or applicable restrictions of HUD or applicable state housing agencies. Upon the delivery of the Second