Ownership Changes During the Compliance Period: structuring general partner transfers and secondary market sales Tom Mangum Vice President National Tax Credit Advisory Group T: A Sellers Perspective

CB Richard Ellis | Page 2 A Sellers Perspective About CB Richard Ellis & The National Tax Credit Advisory Group CB Richard Ellis Nations Largest Real Estate Services Company $52.7 Billion in Investment Property Sales in 2006 $22.5 Billion in Multi-Housing Sales in ± Offices in 37 States National Tax Credit Advisory Group Specializes in the Sale of LIHTC Properties Throughout the Country Sold over 60 LIHTC Properties (About Half GP Interest Sales) Current Listings Include 2,348 Units.

CB Richard Ellis | Page 3 A Sellers Perspective Types of Ownership Transfers Fee Simple (Asset Sale) GP Interest LP Interest GP & LP Interests

CB Richard Ellis | Page 4 A Sellers Perspective Realize Upside Recycle Capital Underperforming Property Manage / Diversify Risk Change of Business Plan Administrative Because You Can Whatever your motivation it must be aligned with your partners GP Motivations

CB Richard Ellis | Page 5 A Sellers Perspective Restrictive Covenants, Partnership & Other Agreements Bonds LIHTC HUD Right of First Refusal / Puts / Calls Property Performance Ongoing Liability / Guarantees Risk Upside Determining the Appropriate Type of Ownership Transfer

CB Richard Ellis | Page 6 A Sellers Perspective LP (Whats In It For Me?) Value of Remaining Tax Benefits and Cash Flow and Likelihood of Receiving Them VS. Value Realized from Fee Simple Sale or LP Sale (Net of Costs Such As Recapture Bonds, Legal Fees, Etc...) Quality of New / Replacement GP Re-Syndication Value At What Point in Initial 15 Year Compliance Period continued from previous page Determining the Appropriate Type of Ownership Transfer

CB Richard Ellis | Page 7 A Sellers Perspective Performing Properties GPGP & LPFee Simple Years 1-5X Years 5-10XX Years 10-15XX Generally Speaking Underperforming Properties Could Be Candidates For All Options Depending on Circumstances

CB Richard Ellis | Page 8 A Sellers Perspective Preparation Communicate With Your Constituents/Partners Know Your Position –What Benefits Are You Entitled To? –What Can and Cant You Do? Documentation –Financial Statements / Audits / Tax Returns –Compliance –Loan Documents –Partnership & Related Documents –Restrictive Covenants / LURAs –Schedule of LIHTCs By Year –Key Dates Specific Considerations for GP Interest Sales Know Your Position _____

CB Richard Ellis | Page 9 A Sellers Perspective Preparation (Continued) Packaging (Individual VS. Portfolio) –Good With the Bad –Geography –Syndicators, Lenders, Partners –Closings –Pool of Buyers –Complexity Valuation Marketing Specific Considerations for GP Interest Sales Know Your Position _____

CB Richard Ellis | Page 10 A Sellers Perspective Buyer Evaluation Financial Strength & Experience of New GP Existing Relationships –Lender(s) –State Agency –Syndicator / Tax Credit Investors Ability to Close on Time and as Agreed Consents, Consents, Consents LP / Tax Credit Investor(s) State Housing Agency Non-profit Partner Lender(s) / Servicer(s) HUD Process / Documentation LOI Contract to Acquire or Amend? Existing or New LP Agreement? Ability to Close _______ Likelihood & Speed of Approvals Specific Considerations for GP Interest Sales continued from previous page

CB Richard Ellis | Page 11 A Sellers Perspective Deal Terms & Structure Fees & Costs Guarantees Indemnifications (Pre/Post Closing) Assignment of GP Assets / Liabilities Outstanding Equity from LP Capital Improvements Loan Conversions Underperforming Properties –Operating Reserves –Administrative Sale or True Sale (GAAP) Timing Process Can Be Long and Slow (Consents) Transition / Closing Specific Considerations for GP Interest Sales continued from previous page

CB Richard Ellis | Page 12 Questions Tom Mangum Vice President CB Richard Ellis National Tax Credit Advisory Group T: