Mutual Release and Assignment Agreement between Boston Capital and Home Properties regarding Green Meadows

 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 any of the former partners of Boston Capital relating in any way to the tax credits associated with the Knolls Partnerships; and (ii) any claims brought by any other person and/or entity, including but not limited to the Internal Revenue Service, relating in any way to the tax credits allocated to the Boston Capital Releasors through the Knolls Partnerships. In exchange for and in consideration of the terms and conditions of this Agreement Home Properties on its own behalf and on behalf of all of its partners and other constituents ("Home Properties Releasors") irrevocably and unconditionally waives, releases and discharges Boston Capital 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 "Boston Capital 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 Boston Capital Releasees, the Home Properties 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 partnerships agreements of the Knolls Partnerships and HP-BC, solely in connection with Green Meadows. Home Properties agrees never to file any lawsuit or charge in any court or before any administrative agency or other tribunal against any of the Boston Capital Releasees ascertaining any claim or right of action relating to the above. Home Properties agrees that if it or any other Home Properties 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 result of such actions. Home Properties further agrees to indemnify Boston Capital against any claims brought by any of the Home Properties Releasors in connection with any matter as to which Home Properties has provided a release to Boston Capital hereunder. HOME PROPERTIES, INC. By: /s/ Edward J. Pettinella Edward J. Pettinella President and CEO HOME PROPERTIES, L.P. By: Home Properties, Inc. By: /s/ Edward J. Pettinella Edward J. Pettinella President and CEO BOSTON CAPITAL CORPORATE TAX CREDIT FUND XIV, A LIMITED PARTNERSHIP By: BCCTC Associates XIV, LLC, its general partner By: BCCTC Associates, Inc., its manager By: /s/ Jeffrey H. Goldstein Jeffrey H. Goldstein Executive Vice President BOSTON CAPITAL CORPORATE TAX CREDIT FUND XV, A LIMITED PARTNERSHIP By: BCCTC Associates, XV, LLC, its general partner By: BCCTC Associates, Inc., its manager By: /s/ Jeffrey H. Goldstein Jeffrey H. Goldstein Executive Vice President BCCC, INC. By: /s/ Jeffrey H. Goldstein Jeffrey H. Goldstein Executive Vice President January 24, 2005 Boston Capital Corporate Tax Credit Fund XIV, a Limited Partnership Boston Capital Corporate Tax Credit Fund, XV, a Limited Partnership BCCC, Inc. c/o Boston Capital Partners, Inc. One Boston Place Boston, MA 02108 Re: Green Meadows The purpose of this letter is to set forth our agreement relating to the purchase by an affiliate of Home Properties, L.P., (hereafter, "Home Properties") of: (i) the interests of Boston Capital Corporate Tax Credit Fund XIV, a Limited Partnership, Boston Capital Corporate Tax Credit Fund XV, a Limited Partnership and BCCC, Inc. (hereafter collectively referred to as the "Boston Capital Entities") in H.P. Knolls I Associates, L.P. ("Knolls I") and H.P. Knolls II Associates, L.P. ("Knolls II"); and (ii) the interests of BCCC, Inc. in HP-BC Limited Partnership ("HP-BC"). Home Properties has agreed to pay the Boston Capital Entities the sum of $5,681,030 (the "Consideration") on January 24, 2005 in consideration for the agreement of the Boston Capital Entities to transfer and assign to Home Properties all of the Boston Capital Entities' right, title and interest as a partner in Knolls I, Knolls II and HP-BC (hereafter referred to collectively as the "BC Interests"). Upon receipt of the Consideration, the Boston Capital Entities shall promptly execute and deliver to Home Properties: (i) any and all assignments and other documents necessary or appropriate to transfer the BC Interests to Home Properties free and clear of all claims, liens or other encumbrances; and (ii) a release in substantially the form attached hereto as Exhibit A (the "Release"). Home Properties and Home Properties, Inc. will simultaneously sign and deliver the Release to the Boston Capital Entities. Home Properties shall have the right to assign its rights and obligations hereunder to one of its affiliates, but in no case shall Home Properties be released of its obligation to pay the Consideration. To signify your agreement to the above, please execute the attached copy of this letter. HOME PROPERTIES, L.P. By: Home Properties, Inc. By: /s/ Edward J. Pettinella Edward J. Pettinella President and CEO HOME PROPERTIES, INC. By: /s/ Edward J. Pettinella Edward J. Pettinella President and CEO ACKNOWLEDGED AND AGREED: BOSTON CAPITAL CORPORATE TAX CREDIT FUND XIV, A LIMITED PARTNERSHIP By: BCCTC Associates XIV, LLC, its general partner By: BCCTC Associates, Inc., its manager By: /s/ Jeffrey H. Goldstein Jeffrey H. Goldstein Executive Vice President BOSTON CAPITAL CORPORATE TAX CREDIT FUND XV, A LIMITED PARTNERSHIP By: BCCTC Associates XV, LLC, its general partner By: BCCTC Associates, Inc., its manager By: /s/ Jeffrey H. Goldstein Jeffrey H. Goldstein Executive Vice President BCCC, INC. By: /s/ Jeffrey H. Goldstein Jeffrey H. Goldstein Executive Vice President