Common use of Certain Payments to the General Partner and Others Clause in Contracts

Certain Payments to the General Partner and Others. (a) As reimbursement for certain advances and as compensation for the Developer's services in connection with the acquisition, development and rehabilitation of the Apartment Complex, the Partnership shall pay to the Developer a development fee (the "Development Fee") in the amount and at the times set forth in the Development Agreement. If the Development Fee has not been fully paid by the tenth (10th) anniversary of the Completion Date, the General Partner shall make a Capital Contribution to the Partnership in an amount sufficient to enable the Partnership to pay any unpaid portion of the Development Fee. (b) The Partnership shall pay to the Special Limited Partner or an Affiliate thereof a fee (the "Asset Management Fee") commencing in 1997 for its services in connection with the Partnership's accounting matters relating to the Investment Limited Partner and assisting with the preparation of tax returns and the reports required by Section 12.7 in the annual amount of $1,500. The Asset Management Fee shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a); provided however, that if in any Fiscal Year, Cash Flow is insufficient to pay the full amount of the Asset Management Fee, the General Partner shall advance the amount of such deficiency to the Partnership as a Subordinated Loan. If after the Initial Operating Period for any reason the Asset Management Fee is not paid in any Fiscal Year, the General Partner shall not be obligated to make a Subordinated Loan but the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first Fiscal Year in which there is sufficient Cash Flow or Capital Proceeds as provided in Article X. (c) In consideration of the services of the General Partner in managing the day-to-day business and affairs of the Partnership, the Partnership shall pay to the General Partner an annual fee (the "Partnership Management Fee") commencing in 1996 in the amount of up to $1,500, payable from Cash Flow in the manner set forth in Section 10.2(a). The Partnership Management Fee shall be noncumulative so that if there is not sufficient Cash Flow in any Fiscal Year to pay the amount of the Partnership Management Fee specified in Section 10.2(a), clause Fifth, the Partnership shall have no obligation to pay such shortfall in any future Fiscal Year.

Certain Payments to the General Partner and Others. (a) As reimbursement for certain advances and as compensation for the Developer's services in connection with the acquisition, development and rehabilitation construction of the Apartment Complex, the Partnership shall pay to the Developer a development fee (the "Development Fee") in the amount and at the times set forth in the Development Agreement. If the Development Fee has not been fully paid by the tenth (10th) anniversary of the Completion Date, the General Partner shall make a Capital Contribution to the Partnership in an amount sufficient to enable the Partnership to pay any unpaid portion of the Development Fee. (b) The Partnership shall pay to the Special Limited Partner or an Affiliate thereof a fee (the "Asset Management Fee") commencing in 1997 for its services in connection with the Partnership's accounting matters relating to the Investment Limited Partner and assisting with the preparation of tax returns and the reports required by Section 12.7 in the annual amount of $1,5005,000, which will commence in 2000. The Asset Management Fee shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a); provided however, that if in any Fiscal Year, Cash Flow is insufficient to pay the full amount of the Asset Management Fee, the General Partner shall advance the amount of such deficiency to the Partnership as a Subordinated Loan. If after the Initial Operating Period for any reason the Asset Management Fee is not paid in any Fiscal Year, the General Partner shall not be obligated to make a Subordinated Loan but the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first Fiscal Year in which there is sufficient Cash Flow or Capital Proceeds as provided in Article X. (c) In consideration of the services of the General Partner in managing the day-to-day business and affairs of the Partnership, the Partnership shall pay to the General Partner an annual fee (the "Partnership Management Fee") commencing in 1996 2000 in the amount of up to $1,50035,000, payable from Cash Flow in the manner set forth in Section 10.2(a). The Partnership Management Fee shall be noncumulative so that if there is not sufficient Cash Flow in If for any Fiscal Year to pay the amount of reason the Partnership Management Fee specified is not paid in Section 10.2(a), clause Fifthany Fiscal Year, the Partnership unpaid portion thereof shall have no obligation to pay such shortfall accrue and be payable on a cumulative basis in any future the Fiscal Year.Year in which there is sufficient Cash Flow or Capital Proceeds as provided in Article X.

Certain Payments to the General Partner and Others. (a) As reimbursement for certain advances and as compensation for the Developer's services in connection with the acquisition, development and rehabilitation construction of the Apartment Complex, the Partnership shall pay to the Developer a development fee (the "Development Fee") in the amount and at the times set forth in the Development Agreement. If the Development Fee has not been fully paid by the tenth (10th) anniversary of the Completion Date, the General Partner shall make a Capital Contribution to the Partnership in an amount sufficient to enable the Partnership to pay any unpaid portion of the Development Fee. (b) The Partnership shall pay to the Special Limited Partner or an Affiliate thereof a fee (the "Asset Management Fee") commencing in 1997 2000 for its services in connection with the Partnership's accounting matters relating to the Investment Limited Partner and assisting with the preparation of tax returns and the reports required by Section 12.7 in the annual amount of $1,5005,000. The Asset Management Fee shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a); provided however, that if in any Fiscal Year, Cash Flow is insufficient to pay the full amount of the Asset Management Fee, the General Partner shall advance the amount of such deficiency to the Partnership as a Subordinated Loan. If after the Initial Operating Period for any reason the Asset Management Fee is not paid in any Fiscal Year, the General Partner shall not be obligated to make a Subordinated Loan but the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first Fiscal Year in which there is sufficient Cash Flow or Capital Proceeds as provided in Article X. (c) In consideration of the services of the General Partner in managing the day-to-day business and affairs of the Partnership, the Partnership shall pay to the General Partner an annual fee (the "Partnership Management Fee") commencing in 1996 2000 in the amount of up to $1,50027,000, payable from Cash Flow in the manner set forth in Section 10.2(a). The Partnership Management Fee shall be noncumulative so that if there is not sufficient Cash Flow in If for any Fiscal Year to pay the amount of reason the Partnership Management Fee specified is not paid in Section 10.2(a), clause Fifthany Fiscal Year, the Partnership unpaid portion thereof shall have no obligation to pay such shortfall accrue and be payable on a cumulative basis in any future the first Fiscal Year.Year in which there is sufficient Cash Flow or Capital Proceeds as provided in Article X.

Certain Payments to the General Partner and Others. (a) As reimbursement for certain advances and as compensation for the Developer's services in connection with the acquisition, development and rehabilitation of the Apartment Complex, the Partnership shall pay to the Developer a development fee (the "Development Fee") in the amount and at the times set forth in the Development Agreement. If the Development Fee has not been fully paid by the tenth (10th) anniversary of the Completion Date, the General Partner shall make a Capital Contribution to the Partnership in an amount sufficient to enable the Partnership to pay any unpaid portion of the Development Fee. (b) The Partnership shall pay to the Special Limited Partner or an Affiliate thereof a fee (the "Asset Management Fee") commencing in 1997 1998 (prorated for such initial year based on occupancy of the Apartment Complex) for its services in connection with the Partnership's accounting matters relating to the Investment Limited Partner and assisting with the preparation of tax returns and the reports required by Section 12.7 in the annual amount of $1,5005,000. The Asset Management Fee shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a); provided however, that if in any Fiscal Year, Cash Flow is insufficient to pay the full amount of the Asset Management Fee, the General Partner shall advance the amount of such deficiency to the Partnership as a Subordinated Loan. If after the Initial Operating Period for any reason the Asset Management Fee still is not paid in any Fiscal Year, the General Partner shall not be obligated to make a Subordinated Loan but the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first Fiscal Year in which there is sufficient Cash Flow or Capital Proceeds as provided in Article X. (c) In consideration of the services of the General Partner in managing the day-to-day business and affairs of the Partnership, the Partnership shall pay to the General Partner an annual fee (the "Partnership Management Fee") commencing in 1996 1998 (prorated for such initial year based on occupancy of the Apartment Complex) in the amount of up to $1,5005,000, payable from Cash Flow in the manner set forth in Section 10.2(a). The Partnership Management Fee shall be noncumulative so that if there is not sufficient Cash Flow in any Fiscal Year to pay the amount of the Partnership Management Fee specified for such use in Section 10.2(a), clause Fifth, the Partnership shall have no obligation to pay such shortfall in any future Fiscal Year.

Certain Payments to the General Partner and Others. (a) As reimbursement for certain advances and as compensation for the Developer's services in connection with the acquisition, development and rehabilitation of the Apartment Complex, the Partnership shall pay to the Developer a development fee (the "Development Fee") in the amount and at the times set forth in the Development Agreement. If the Development Fee has not been fully paid by the tenth (10th) anniversary of the Completion Date, the General Partner shall make a Capital Contribution to the Partnership in an amount sufficient to enable the Partnership to pay any unpaid portion of the Development Fee. (b) The Partnership shall pay to the Special Limited Partner or an Affiliate thereof a fee (the "Asset Management Fee") commencing in 1997 for its services in connection with the Partnership's accounting matters relating to the Investment Limited Partner and assisting with the preparation of tax returns and the reports required by Section 12.7 in the annual amount of $1,5001500. The Asset Management Fee shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a); provided however, that if in any Fiscal Year, Cash Flow is insufficient to pay the full amount of the Asset Management Fee, the General Partner shall advance the amount of such deficiency to the Partnership as a Subordinated Loan. If after the Initial Operating Period for any reason the Asset Management Fee is not paid in any Fiscal Year, the General Partner shall not be obligated to make a Subordinated Loan but the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first Fiscal Year in which there is sufficient Cash Flow or Capital Proceeds as provided in Article X. (c) In consideration of the services of the General Partner in managing the day-to-day business and affairs of the Partnership, the Partnership shall pay to the General Partner an annual fee (the "Partnership Management Fee") commencing in 1996 1997 in the amount of up to $1,500, payable from Cash Flow in the manner set forth in Section 10.2(a). The Partnership Management Fee shall be noncumulative so that if there is not sufficient Cash Flow in any Fiscal Year to pay the amount of the Partnership Management Fee specified in Section 10.2(a), clause Fifth, the Partnership shall have no obligation to pay such shortfall in any future Fiscal Year.

Certain Payments to the General Partner and Others. (a) As reimbursement for certain advances and as compensation for the Developer's services in connection with the acquisition, development and rehabilitation of the Apartment Complex, the Partnership shall pay to the Developer a development fee (the "Development Fee") in the amount and at the times set forth in the Development Agreement. If the Development Fee has not been fully paid by the tenth (10th) anniversary of the Completion Date, the General Partner shall make a Capital Contribution to the Partnership in an amount sufficient to enable the Partnership to pay any unpaid portion of the Development Fee. (b) The Partnership shall pay to the Special Limited Partner or an Affiliate thereof a fee (the "Asset Management Fee") commencing in 1997 1996 for its services in connection with the Partnership's accounting matters relating to the Investment Limited Partner Partners and assisting with the preparation of tax returns and the reports required by Section 12.7 in the annual amount of $1,50010,000. The Asset Management Fee shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a); provided however, that if in any Fiscal Year, Cash Flow is insufficient to pay the full amount of the Asset Management Fee, the General Partner shall advance the amount of such deficiency to the Partnership as a Subordinated Loan. If after the Initial Operating Period for any reason the Asset Management Fee is not paid in any Fiscal Year, the General Partner shall not be obligated to make a Subordinated Loan but the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first Fiscal Year in which there is sufficient Cash Flow or Capital Proceeds as provided in Article X.. (c) In consideration of the services of the General Partner in managing the day-to-day business and affairs of the Partnership, the Partnership shall pay to the General Partner an annual fee (the "Partnership Management Fee") commencing in 1996 in the amount of up to $1,500, 20,000. The Partnership Management Fee shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a). The Partnership Management Fee shall be noncumulative so ; provided, however, that if there is not sufficient Cash Flow in any Fiscal Year Cash Flow is insufficient to pay the full amount of the Partnership Management Fee specified in Section 10.2(a), clause FifthFee, the Partnership unpaid portion shall have no obligation to pay such shortfall accrue and be payable out of available Cash Flow in any future succeeding Fiscal YearYears.

Certain Payments to the General Partner and Others. (a) As reimbursement for certain advances and as compensation for the Developer's services in connection with the acquisition, development and rehabilitation construction of the Apartment Complex, the Partnership shall pay to the Developer a development fee (the "Development Fee") in the amount and at the times set forth in the Development Agreement. If the Development Fee has not been fully paid by the tenth (10th) anniversary of the Completion Date, the General Partner shall make a Capital Contribution to the Partnership in an amount sufficient to enable the Partnership to pay any unpaid portion of the Development Fee. (b) The Partnership shall pay to the Special Limited Partner or an Affiliate thereof a fee (the "Asset Management Fee") commencing in 1997 2000 for its services in connection with the Partnership's accounting matters relating to the Investment Limited Partner and assisting with the preparation of tax returns and the reports required by Section 12.7 in the annual amount of $1,5007,500. The Asset Management Fee shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a); provided however, that if in any Fiscal Year, Cash Flow is insufficient to pay the full amount of the Asset Management Fee, the General Partner shall advance the amount of such deficiency to the Partnership as a Subordinated Loan. If after the Initial Operating Period for any reason the Asset Management Fee is not paid in any Fiscal Year, the General Partner shall not be obligated to make a Subordinated Loan but the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first Fiscal Year in which there is sufficient Cash Flow or Capital Proceeds as provided in Article X. (c) In consideration of the services of the General Partner in managing the day-to-day business and affairs of the Partnership, the Partnership shall pay to the General Partner an annual fee (the "Partnership Management Fee") commencing in 1996 2000 in the amount of up to $1,5007,500, payable from Cash Flow in the manner set forth in Section 10.2(a). The Partnership Management Fee shall be noncumulative so that if there is not sufficient Cash Flow in any Fiscal Year to pay the amount of the Partnership Management Fee specified for such use in Section 10.2(a), clause Fifth, the Partnership shall have no obligation to pay such shortfall in any future Fiscal Year.

Certain Payments to the General Partner and Others. (a) As reimbursement for certain advances and as compensation for the Developer's services in connection with the acquisition, development and rehabilitation of the Apartment Complex, the Partnership shall pay to the Developer a development fee (the "Development Fee") in the amount and at the times set forth in the Development Agreement; provided, however, subject to the terms of the Bond Documents, the Development Fee shall be paid by the Partnership prior to the payment of all financing, brokerage and other fees owed by the Partnership to the General Partner, its members or any of such parties' Affiliates upon Permanent Mortgage Commencement and any limited dividend accrual or other soft costs payable to the General Partner, its members or any of such parties' Affiliates in respect of any Partnership financing, except as approved in advance by the Special Limited Partner, and further provided that all expenses being included in basis shall be paid prior to those not so included. If the Development Fee has not been fully paid by the tenth (10th) anniversary of the Completion Date, the General Partner shall make a Capital Contribution to the Partnership in an amount sufficient to enable the Partnership to pay any unpaid portion of the Development Fee. (b) The Partnership shall pay to the Special Limited Partner or an Affiliate thereof a fee (the "Asset Management Fee") commencing in 1997 for its services in connection with the Partnership's accounting matters relating to the Investment Limited Partner and assisting with the preparation of tax returns and the reports required by Section 12.7 in the annual amount of $1,50010,000. The Asset Management Fee shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a); provided however, that if in any Fiscal Year, Cash Flow is insufficient to pay the full amount of the Asset Management Fee, the General Partner shall advance the amount of such deficiency to the Partnership as a Subordinated Loan. If after the Initial Operating Period for any reason the Asset Management Fee still is not fully paid in any Fiscal Year, the General Partner shall not be obligated to make a Subordinated Loan but the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first Fiscal Year in which there is sufficient Cash Flow or Capital Proceeds as provided in Article X. (c) In consideration of the services of the General Partner in managing the day-to-day business and affairs of the Partnership, the Partnership shall pay to the General Partner an annual fee (the "Partnership Management Fee") commencing in 1996 1997 in the amount of up to $1,50075,000, payable from Cash Flow in the manner and priority set forth in Section 10.2(a). The Partnership Management Fee shall be noncumulative so that if there is not sufficient Cash Flow in any Fiscal Year to pay the amount of the Partnership Management Fee specified in Section 10.2(a), clause Fifth, the Partnership shall have no obligation to pay such shortfall in any future Fiscal Year.

Certain Payments to the General Partner and Others. (a) As reimbursement for certain advances and as compensation for the Developer's services in connection with the acquisition, development and rehabilitation construction of the Apartment Complex, the Partnership shall pay to the Developer a development fee (the "Development Fee") in the amount and at the times set forth in the Development Agreement. If the Development Fee has not been fully paid by the tenth (10th) anniversary of the Completion Date, the General Partner shall make a Capital Contribution to the Partnership in an amount sufficient to enable the Partnership to pay any unpaid portion of the Development Fee. (b) The Partnership shall pay to the Special Limited Partner or an Affiliate thereof a fee (the "Asset Management Fee") commencing in 1997 for its services in connection with the Partnership's accounting matters relating to the Investment Limited Partner and assisting with the preparation of tax returns and the reports required by Section 12.7 in the annual amount of $1,5007,500. The Asset Management Fee shall be begin to accrue as of the Admission Date and shall be pro rated in 1998 for the portion of the year that the Special Limited Partner was a Partner of the Partnership. The Asset Management Fee shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a); provided however, that if in any Fiscal Year, Cash Flow is insufficient to pay the full amount of the Asset Management Fee, the General Partner shall advance the amount of such deficiency to the Partnership as a Subordinated Loan. If after the Initial Operating Period for any reason the Asset Management Fee is not paid in any Fiscal Year, the General Partner shall not be obligated to make a Subordinated Loan but the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first Fiscal Year in which there is sufficient Cash Flow or Capital Proceeds as provided in Article X. (c) In consideration of the services of the General Partner in managing the day-to-day business and affairs of the Partnership, the Partnership shall pay to the General Partner an annual fee (the "Partnership Management Fee") commencing in 1996 in the amount of up to $1,5007,500, payable from Cash Flow in the manner set forth in Section 10.2(a). The Partnership Management Fee shall be begin to accrue as of the Admission Date and shall be pro rated in 1998 for the portion of the year that the Special Limited Partner was a Partner of the Partnership. The Partnership Management Fee shall be noncumulative so that if there is not sufficient Cash Flow in any Fiscal Year to pay the amount of the Partnership Management Fee specified for such use in Section 10.2(a), clause Fifth, the Partnership shall have no obligation to pay such shortfall in any future Fiscal Year.

Certain Payments to the General Partner and Others. (a) As reimbursement for certain advances and as compensation for the Developer's services in connection with the acquisition, development and rehabilitation construction of the Apartment Complex, the Partnership shall pay to the Developer a development fee (the "Development Fee") in the amount and at the times set forth in the Development Agreement. If the Development Fee has not been fully paid by the tenth (10th) anniversary of the Completion Date, the General Partner shall make a Capital Contribution to the Partnership in an amount sufficient to enable the Partnership to pay any unpaid portion of the Development Fee. (b) The Partnership shall pay to the Special Limited Partner or an Affiliate thereof a fee (the "Asset Management Fee") commencing in 1997 1996 for its services in connection with the Partnership's accounting matters relating to the Investment Limited Partner and assisting with the preparation of tax returns and the reports required by Section 12.7 in the annual amount of $1,5005,000. The Asset Management Fee shall be payable from Cash Flow in the manner and priority set forth in Section 10.2(a); provided however, that if in any Fiscal Year, Cash Flow is insufficient to pay the full amount of the Asset Management Fee, the General Partner shall advance the amount of such deficiency to the Partnership as a Subordinated Loan. If after the Initial Operating Period for any reason the Asset Management Fee is not paid in any Fiscal Year, the General Partner shall not be obligated to make a Subordinated Loan but the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first Fiscal Year in which there is sufficient Cash Flow or Capital Proceeds as provided in Article X.. (c) In consideration of the services of the General Partner in managing the day-to-day business and affairs of the Partnership, the Partnership shall pay to the General Partner an annual fee (the "Partnership Management Fee") commencing in 1996 in the amount of up to $1,5005,000, payable from Cash Flow in the manner set forth in Section 10.2(a). The Partnership Management Fee shall be noncumulative so that if there is not sufficient Cash Flow in any Fiscal Year to pay the amount of the Partnership Management Fee specified in Section 10.2(a), clause Fifth, the Partnership shall have no obligation to pay such shortfall in any future Fiscal Year.