RELEASE
This Release is made and entered
into this 24th day of January,
2005 by, among
and on
behalf
of Boston
Capital
Corporate
Tax
Credit
Fund XIV,
a Limited
Partnership,
Boston Capital Corporate Tax Credit Fund XV, a Limited Partnership
and BCCC, Inc. on behalf of themselves and all of their
subsidiaries, affiliates
and successors in interest (collectively, "Boston Capital") and
Home Properties,
Inc. and Home
Properties,
L.P. and all of their
subsidiaries,
affiliates and
successors in interest (collectively, "Home Properties").
WHEREAS,
Home
Properties
and Boston
Capital
constitute the partners of H.P.
Knolls I
Associates,
L.P.
and HP Knolls II
Associates,
L.P.
(collectively,
"Knolls Partnerships") as well as HP-BC Limited Partnership
("HP-BC").
WHEREAS,
Home Properties has agreed to pay Boston Capital
Corporate Tax Credit
Fund XIV, a Limited Partnership, the sum of $3,253,724 and to pay
Boston Capital
Tax Credit Fund XV, a Limited Partnership,
the sum of $2,427,306 (collectively,
the
"Consideration")
on January 24, 2005 in
consideration of the agreement of
Boston
Capital to provide the release
and
indemnities
set forth below and to
transfer and assign to an affiliate of Home
Properties all of Boston
Capital's
right, title and interest as a partner in the Knolls Partnerships
and HP-BC.
WHEREAS, BCCC, Inc. will benefit from the payment of the
Consideration.
WHEREAS, Home Properties has agreed to provide the release set
forth below.
WHEREAS,
the Knolls
Partnerships
own a certain
apartment
community known as
Green Meadows
located in the Borough of Baldwin,
Commonwealth
of Pennsylvania
("Green Meadows").
NOW THEREFORE,
in
consideration of the promises and mutual covenants set forth
herein, the parties hereto agree as follows:
In
exchange
for and in
consideration
of the
terms
and
conditions
of this
Agreement and receipt of the Consideration, Boston Capital on its
own behalf and
on behalf of all of its partners
and other
constituents
(the "Boston
Capital
Releasors"), irrevocably and unconditionally waives releases and
discharges Home
Properties and any of its past and present officers,
directors, agents, owners,
partners, representatives, shareholders, employees, attorneys,
divisions, units,
branches,
subsidiaries,
affiliates,
predecessors and successors
(hereinafter
collectively
referred
to as
"the
Home
Properties
Releasees")
jointly
and
individually
from
any
and
all
actions,
causes
of
actions,
obligations,
liabilities,
judgments,
suits,
debts,
attorneys' fees, costs, sums of money,
bonds, bills,
specialties,
covenants,
contracts,
controversies,
agreements,
promises, variances,
trespasses, damages, guarantees (including but not limited
to operating deficit and tax credit guarantees)
executions,
claims and demands
whatsoever in law or in equity which against the Home Properties
Releasees,
the
Boston Capital
Releasors and their successors and assigns ever had, now have or
hereinafter can, shall or may have for upon or by reason of any
matter, cause or
thing whatsoever from the beginning of time relating to the Knolls
Partnerships
and HP-BC,
including but not limited to pursuant to the respective
partnership
agreements of the Knolls Partnerships and HP-BC, solely in
connection with Green
Meadows.
Boston Capital agrees never to file any lawsuit or charge in any
court
or before any
administrative
agency or other tribunal
against any of the Home
Properties
Releasees
ascertaining any claim or right of action relating to the
above.
Boston Capital
agrees that if it or any other Boston
Capital
Releasor
does file any such
action
then this
Agreement
may be
pleaded
in bar of the
action
and the
parties
it has
sued in such
litigation
or
charge
shall be
entitled
to
injunctive
relief
and
other
relief
as well as any
reasonable
damages, costs and attorneys' fees incurred as a result of such
actions.
Boston
Capital
further agrees to indemnify
Home
Properties
against:
(i) any claims
brought by any of the Boston Capital
Releasors in connection with any matter as
to which
Boston
Capital has provided a release to Home
Properties
hereunder,
including but not limited to any claims brought by
