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any such transfer (i) the Limited Partner and/or the Affiliated Replacement ILP have paid all of the <br /> Limited Partner's Equity in accordance with the Partnership Agreement, and (ii) the Unrestricted <br /> Replacement ILP has assumed in writing all of the Limited Partner's obligations under the Partnership <br /> Agreement and MBI has been provided a copy of such written assumption. An amendment to the <br /> Partnership Agreement to effectuate a Limited Permitted Transfer shall not require the consent of MBI <br /> and shall not constitute a Prohibited Transfer. <br /> "Project" shall mean collectively the Real Estate, Improvements and Personal Property. <br /> "Property Manager" shall mean , in its capacity as management and <br /> rental agent for the Project. <br /> "Qualified Basis" shall mean the amount of the "eligible basis" (as defined in Section 42 of the <br /> Code) in the Project attributable to the units in the Project occupied by Tenants meeting the income <br /> limitations of the Minimum Set-Aside Test and whose rental payments are limited by the provisions of <br /> the Rent Restriction Test. <br /> "Qualified Investments" means any of the following investments which mature (or are <br /> redeemable at the option of MBI) at such time or times as to enable disbursements to be made from the <br /> fund in which such investment is held in accordance with the applicable terms: <br /> (a) Direct obligations of the United States of America, including the Initial <br /> Investment, or obligations the full and prompt payment of which is secured by the pledge of the <br /> full faith and credit of the United States of America, provided that the obligation has an interest <br /> accrual period and interest payment dates that provide for timely payments in amounts sufficient <br /> to meet the payment obligations under this Agreement; <br /> (b) Non-callable, non-prepayable obligations of the following federal government <br /> agencies: Federal Home Loan Bank,Federal National Mortgage Association, Federal Home Loan <br /> Mortgage Corporation, Tennessee Valley Authority, Farm Credit System, Washington <br /> Metropolitan Area Transit Authority, United States Import-Export Bank, United States <br /> Department of Housing and Urban Development, Farmers Home Administration, General <br /> Services Administration and United States Maritime Administration, provided the entity <br /> maintains a rating of"Aaa" from a rating agency and provided, further, that the obligation has an <br /> interest accrual period and interest payment dates that provide for timely payments in amounts <br /> sufficient to meet the payment obligations under this Agreement; <br /> (c) Obligations of any state or any political subdivision of any state, which are rated in <br /> the highest category for long-term debt by the rating agency,the interest on which is excluded from <br /> gross income for federal income tax purposes and the full and timely payment of the principal of and <br /> any premium and the interest on which is fully and unconditionally payable from obligations of the <br /> character described in(a)or(b)above,provided that the obligation has an interest accrual period and <br /> interest payment dates that provide for timely payments in amounts sufficient to meet the payment <br /> obligations under this Agreement; and <br /> (d) (1) the following money market funds, so long as they invest solely in direct <br /> obligations issued by the U.S. Treasury or repurchase agreements backed by those obligations: <br /> First American U.S. Treasury Money Market Fund; Wells Fargo Advantage 100% Treasury <br /> Money Market Funds; Federated U.S. Treasury Cash Reserves (Fund 125); and Federated <br /> Treasury Obligations Fund(Fund 68); or(2) in the event those funds cease to exist or no longer <br /> have a rating of the highest category (without regard to gradation within a category) by the Rating <br /> Page 10 <br />