1. PREPARING FOR YEAR 15 By: Thomas A. Giblin Nixon Peabody LLP 10513695

2. Understanding the tax credit rules applicable to Year 15 Overview of qualified contracts and state response Resyndication and anti-churning issues Overview of todays disposition transactions Part I: Preparing for Year 15/Introduction to Year 15 Issues Panel Overview

3. UNDERSTANDING THE TAX CREDIT RULES APPLICABLE TO YEAR 15 Pre-1990 allocations Post-1990 allocations

4. 15-year tax credit compliance period Federal tax credit recapture if non-compliance/disposition during the tax credit compliance period No ongoing restrictions under Section 42 after the tax credit compliance period No requirement to phase out restricted tenancies after expiration of the tax credit compliance period Tax Credit Rules Applicable To Year 15: Pre-1990 Allocations

5. Tax Credit Rules Applicable To Year 15: Post-1990 Allocations 30-year affordability commitment – 15-year tax credit compliance period – 15-year extended use period Early termination of 30-year affordability commitment – Foreclosure (or instrument in lieu of foreclosure) – Qualified contract process Extended use agreements Right of first refusal pursuant to Code Section 42(i)(7)

6. General Observations About Year 15 Asset Transactions

7. Approaching Exit Strategies: General Considerations There is no global approach to Year 15 transactions – Investor/syndicator perspective – Developer/general partner perspective – Tax credit agency/lender perspective Structuring a Year 15 transaction requires flexibility – Sale of property (resyndication/conversion to market rate) – Sale/transfer of interests in ownership entity – Refinancing/debt restructuring

8. Factors to Consider When Selecting and Executing a Year 15 Strategy Physical condition of property Financial condition of property owner Capacity of development team Local real estate market Tax credit agency resources Investor tax liability Existing restrictions contained in project documents Duties and obligations under partnership agreement