Common use of Management Agent Clause in Contracts

Management Agent. A. The General Partners shall engage the Management Agent, who shall be Xxxxxxx Management, Inc., to manage the Apartment Complex pursuant to the Management Agreement. The Management Agent shall receive a Management Fee of 9.62% of gross rental receipts payable by the Partnership for management services in accordance with a management contract approved by the Lender or Agency (if such approval is required), or when the Apartment Complex is not subject to Agency regulation, in accordance with a reasonable and competitive fee arrangement. From and after the Admission Date, the Partnership shall not enter into any Management Agreement or modify or extend any Management Agreement unless (i) the General Partners shall have obtained the prior written consent of the Special Limited Partner to the identity of the Management Agent and the terms of the Management Agreement or the modification or extension thereof and (ii) such new Management Agreement or modified or extended Management Agreement provides that it is terminable by the Partnership on thirty (30) days' notice by the Partnership in the event of any change in the identity of the General Partners. If the Management Agent obtains an increase in the Management Fee through the approval of the Lender or Agency, then the consent to such increase by the Special Limited Partner shall not be unreasonably withheld. B. No duplicate property management fees shall be paid to any Person. C. If (i) the General Partners are the Management Agent or the Management Agent is an Affiliate of the General Partners, and (a) the Apartment Complex shall be subject to a substantial building code violation which shall not have been cured within six months after notice from the applicable governmental agency or department or (b) the Partnership shall not have Cash Flow of at least $1,819 during any year after 1997, or (ii) an Event of Bankruptcy shall occur with respect to the Management Agent, or (iii) the Management Agent shall commit willful misconduct or gross negligence in its conduct of its duties and obligations under the Management Agreement or (iv) there is any change in the identity of the General Partners, or (v) the Management Agent is cited by the Lender or Agency, including any Tax Credit monitoring or compliance agency of the State or any other governmental agency for a material violation or alleged material violation of any applicable rules, regulations or requirements, including, but not limited to, non-compliance with the Minimum Set- Aside Test, the Rent Restriction Test or any other Tax Credit-related provision, then upon request by the Special Limited Partner and subject to Agency approval, if required, the General Partners must cause the Partnership to promptly terminate the Management Agreement with the Management Agent and appoint a new Management Agent selected by the Special Limited Partner, which new Management Agent shall not be not an Affiliate of the General Partners acting as Management Agent. With respect to any material violation or alleged violation in subpart (v) above, the General Partners shall be given a period of sixty (60) days of such notice of a material violation, to cure the event or condition giving rise to the removal to the satisfaction of the Special Limited Partner seeking the removal in its sole and absolute discretion. The General Partners hereby grant to the Special Limited Partner an irrevocable (to the extent permitted by applicable law) power of attorney coupled with an interest to take any action and to execute and deliver any and all documents and instruments on behalf of the General Partners and the Partnership as the Special Limited Partner may deem to be necessary or appropriate in order to effectuate the provisions of this Article XI.

Management Agent. A. The General Partners shall engage the Management Agent, who shall be Xxxxxxx Management, Inc., Agent to manage the Apartment Complex pursuant to the Management Agreement. The Management Agent shall receive a Management Fee of 9.62% of gross rental receipts those amounts payable from time to time by the Partnership to the Management Agent for management services in accordance with a management contract approved by the each Agency and/or Lender or Agency (if such approval whose consent thereto is required)required or, or when the Apartment Complex is not subject to any such Agency regulationor Lender consent, in accordance with a reasonable and competitive fee arrangement. From and after the Admission Date, the Partnership shall not enter into any Management Agreement or modify or extend any Management Agreement unless (i) the General Partners shall have obtained the prior written consent of the Special Limited Partner to the identity of the Management Agent and the terms of the Management Agreement or the modification or extension thereof and (ii) such new Management Agreement or modified or extended Management Agreement provides that it is terminable by the Partnership on thirty (30) days' notice by the Partnership in the event of any change in the identity of the General Partners. If the Management Agent obtains an increase in the Management Fee through the approval of the Lender or Agency, then the consent to such increase by the Special Limited Partner shall not be unreasonably withheld. B. Notwithstanding the foregoing, however, should the Investment General Partner or an Affiliate thereof perform property management services for the Partnership, property management, rent-up or leasing fees shall be paid to the Investment General Partner or such Affiliate only for services actually rendered and shall be in an amount equal to the lesser of (i) fees competitive in price and terms with those of non-affiliated Persons rendering comparable services in the locality where the Apartment Complex is located and which could reasonably be available to the Partnership, or (ii) 5% of the gross revenues of the Apartment Complex, provided, however, that the 5% of gross revenues limitation may be increased with the Consent of the Investment Limited Partners. No duplicate property management fees shall be paid to any Person. C. If (i) the General Partners are the Management Agent or the Management Agent is a General Partner or an Affiliate of the a General PartnersPartner, and (a) the Apartment Complex shall be subject to a substantial building code violation which shall not have been cured within six months after notice from the applicable governmental agency or department or (b) the Partnership shall Apartment Complex is operating at a deficit and the General Partners have not have Cash Flow of at least $1,819 during any year after 1997met their obligations under Section 6.10 herein, or (ii) an Event of Bankruptcy shall occur with respect to the Management Agent, or (iii) the Management Agent shall commit willful misconduct or gross negligence in its conduct of its duties and obligations under the Management Agreement or (iv) there is any change in the identity of the General PartnersAgreement, or (v) the Management Agent is cited by the Lender or Agencythen, including any Tax Credit monitoring or compliance agency of the State or any other governmental agency for a material violation or alleged material violation of any applicable rules, regulations or requirements, including, but not limited to, non-compliance with the Minimum Set- Aside Test, the Rent Restriction Test or any other Tax Credit-related provision, then upon request by the Special Limited Partner and subject to any Agency and/or Lender approval, if required, the General Partners must cause the Partnership to promptly terminate the Management Agreement with the Management Agent and appoint a new Management Agent selected by the Special Limited Partner, which new Management Agent shall not be not an Affiliate of the a General Partners acting as Management AgentPartner. With respect to any material violation or alleged violation in subpart (v) above, the Each General Partners shall be given a period of sixty (60) days of such notice of a material violation, to cure the event or condition giving rise to the removal to the satisfaction of the Special Limited Partner seeking the removal in its sole and absolute discretion. The General Partners hereby grant grants to the Special Limited Partner an irrevocable (to the extent permitted by applicable law) power of attorney coupled with an interest to take any action and to execute and deliver any and all documents and instruments on behalf of the such General Partners Partner and the Partnership as the Special Limited Partner may deem to be necessary or appropriate in order to effectuate the provisions of this Article XI.

Management Agent. A. The General Partners shall engage the Management Agent, who shall be Xxxxxxx Management, Inc., Agent to manage the Apartment Complex pursuant to the Management Agreement. The initial Management Agent shall be Calhoun Property Management, Xxx. Xhe Management Agent shall receive a Management Fee of 9.62% of gross rental receipts those amounts payable from time to time by the Partnership to the Management Agent for management services in accordance with a management contract approved by the Lender or Agency and Lenders (if such approval is required)) or, or when the Apartment Complex is not subject to Agency and Lender regulation, in accordance with a reasonable and competitive fee arrangementarrangement and in no event in excess of 5% of gross rental income from the Apartment Complex. From and after the Admission Date, the Partnership shall not enter into any Management Agreement or modify or extend any Management Agreement unless (i) the General Partners shall have obtained the prior written consent of the Special Limited Partner to the identity of the Management Agent and the terms of the Management Agreement or the modification or extension thereof and (ii) such new Management Agreement or modified or extended Management Agreement provides that it is terminable by the Partnership on thirty (30) days' notice by the Partnership in the event of any change in the identity of the General Partners. If the Management Agent obtains an increase in the Management Fee through the approval of the Lender or Agency, then the consent to such increase by the Special Limited Partner shall not be unreasonably withheld. B. No duplicate property management fees shall be paid to any Person. C. If (i) the General Partners are the Management Agent or the Management Agent is a General Partner or an Affiliate of the a General PartnersPartner, and (a) the Apartment Complex shall be subject to a substantial building code violation which shall not have been cured within six months after notice from the applicable governmental agency or department or (b) the Partnership shall not have Cash Flow of at least $1,819 8,000 during any year after 19971998, or (ii) an Event of Bankruptcy shall occur with respect to the Management Agent, or (iii) the Management Agent shall commit willful misconduct or gross negligence in its conduct of its duties and obligations under the Management Agreement or (iv) there is any change in the identity of the General Partners, or (v) (subject to the last sentence of Article XI.C.) the Management Agent is cited by the Lender or any Agency, including any Tax the Credit monitoring or compliance agency of the State Agency or any other governmental agency agency, for a material violation or alleged material violation of any applicable rules, regulations or requirements, including, but not limited to, non-compliance with the Minimum Set- Set-Aside Test, the Rent Restriction Test or any other Tax Credit-related provision, then then, upon request by the Special Limited Partner and subject to Agency approval, if required, the General Partners must cause the Partnership to promptly terminate the Management Agreement with the Management Agent and appoint a new Management Agent selected by the Special Limited Partner, which new Management Agent shall not be not an Affiliate of the a General Partners acting as Management AgentPartner. With respect to any material violation or alleged violation in subpart (v) above, the Each General Partners shall be given a period of sixty (60) days of such notice of a material violation, to cure the event or condition giving rise to the removal to the satisfaction of the Special Limited Partner seeking the removal in its sole and absolute discretion. The General Partners hereby grant grants to the Special Limited Partner an irrevocable (to the extent permitted by applicable law) power of attorney coupled with an interest to take any action and to execute and deliver any and all documents and instruments on behalf of the such General Partners Partner and the Partnership as the Special Limited Partner may deem to be necessary or appropriate in order to effectuate the provisions of this Article XI.

Management Agent. A. The General Partners shall engage the Management Agent, who shall be Xxxxxxx Gxxxxxx Management, Inc., d/b/a Fairfield Homes, Inc., to manage the Apartment Complex pursuant to the Management Agreement. The Management Agent shall receive a Management Fee of 9.628.75% of gross rental receipts payable by the Partnership for management services in accordance with a management contract approved by the Lender or Agency (if such approval is required), or when the Apartment Complex is not subject to Agency regulation, in accordance with a reasonable and competitive fee arrangement. From and after the Admission Date, the Partnership shall not enter into any Management Agreement or modify or extend any Management Agreement unless (i) the General Partners shall have obtained the prior written consent of the Special Limited Partner to the identity of the Management Agent and the terms of the Management Agreement or the modification or extension thereof and (ii) such new Management Agreement or modified or extended Management Agreement provides that it is terminable by the Partnership on thirty (30) days' notice by the Partnership in the event of any change in the identity of the General Partners. If the Management Agent obtains an increase in the Management Fee through the approval of the Lender or Agency, then the consent to such increase by the Special Limited Partner shall not be unreasonably withheld. B. No duplicate property management fees shall be paid to any Person. C. If (i) the General Partners are the Management Agent or the Management Agent is an Affiliate of the General Partners, and (a) the Apartment Complex shall be subject to a substantial building code violation which shall not have been cured within six months after notice from the applicable governmental agency or department or (b) the Partnership shall not have Cash Flow of at least $1,819 1,187 during any year after 1997, or (ii) an Event of Bankruptcy shall occur with respect to the Management Agent, or (iii) the Management Agent shall commit willful misconduct or gross negligence in its conduct of its duties and obligations under the Management Agreement or (iv) there is any change in the identity of the General Partners, or (v) the Management Agent is cited by the Lender or Agency, including any Tax Credit monitoring or compliance agency of the State or any other governmental agency for a material violation or alleged material violation of any applicable rules, regulations or requirements, including, but not limited to, non-compliance with the Minimum Set- Aside Test, the Rent Restriction Test or any other Tax Credit-related provision, then upon request by the Special Limited Partner and subject to Agency approval, if required, the General Partners must cause the Partnership to promptly terminate the Management Agreement with the Management Agent and appoint a new Management Agent selected by the Special Limited Partner, which new Management Agent shall not be not an Affiliate of the General Partners acting as Management Agent. With respect to any material violation or alleged violation in subpart (v) above, the General Partners shall be given a period of sixty (60) days of such notice of a material violation, violation to cure the event or condition giving rise to the removal to the satisfaction of the Special Limited Partner seeking the removal in its sole and absolute discretion. The General Partners hereby grant to the Special Limited Partner an irrevocable (to the extent permitted by applicable law) power of attorney coupled with an interest to take any action and to execute and deliver any and all documents and instruments on behalf of the General Partners and the Partnership as the Special Limited Partner may deem to be necessary or appropriate in order to effectuate the provisions of this Article XI.