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

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in an amount equal to 6.99% of the total eligible basis (acquisition plus rehabilitation, new construction) before the addition of the fees and the high cost adjustment, which is approximately $200,000. The Development Fee shall first be paid from available proceeds from the Capital Contribution described in paragraph 7.2 (b)(c)of this Agreement and if not paid in full then the Development Fee will be paid to the extent permitted in Section 11.1 of this Agreement. (b) The Partnership shall utilize the proceeds from the Capital Contributions paid pursuant to Section 7.2(b) and Section 7.5 of this Agreement for development costs including, but not limited to, land costs, architectural fees, survey and engineering costs, financing costs, loan fees and building materials. If any Capital Contribution proceeds are remaining after Completion of Construction and all construction costs, excluding the Development Fee, are paid in full and the Construction Loan retired, then the remainder shall: first be paid to the Developer in payment of the Development Fee; second be paid to the General Partner as a reduction of the General Partner's Capital Contribution; and any remaining Capital Contribution proceeds shall be paid to the General Partner as a Partnership oversight fee. (c) The Partnership shall pay to the Management Agent a property management fee for the leasing and management of the Project in an amount in accordance with the Management Agreement. The term of the Management Agreement shall not exceed one year, and the execution or renewal of any Management Agreement shall be automatic provided there is no default here under or under the Management Agreement, otherwise it shall be subject to the prior Consent of the Special Limited Partner. If the Management Agent is an Affiliate of the General Partner then commencing with the termination of the Operating Deficit Guarantee Period, in any year in which the Project has an Operating Deficit, 40% of the management fee will be deferred ("Deferred Management Fee"). Deferred Management Fees, if any, shall be paid to the Management Agent in accordance with Section 11.1

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in an the amount equal to 6.99% of $360,000 in accordance with the total eligible basis (acquisition plus rehabilitation, new construction) before Development Fee Agreement entered into by and between the addition of the fees Developer and the high cost adjustment, which is approximately $200,000Partnership on even date herewith. The Development Fee Agreement provides, in part, that the Development Fee shall first be paid from available proceeds from the Capital Contribution described in paragraph 7.2 (b)(c)of accordance with Section 9.2(b) of this Agreement and if not paid in full then the balance of the Development Fee will be paid to the extent permitted in accordance with Section 11.1 of this Agreement. (b) The Partnership shall utilize the proceeds from the Capital Contributions paid pursuant to Section 7.2(b) and Section 7.5 7.2 of this Agreement for costs associated with the development costs and construction of the Apartment Housing including, but not limited to, land costs, Land Acquisition Fee, architectural fees, survey and engineering costs, financing costs, loan fees fees, Syndication Fee, building materials and building materialslabor. If any Capital Contribution proceeds are remaining after Completion of Construction and all acquisition, development and construction costs, excluding the Development Fee, are paid in full and the Construction Loan retired, then the remainder shall: first be paid to the Developer in payment of the Development Fee; second be paid to the General Partner as a reduction of the General Partner's Capital Contribution; and any remaining Capital Contribution proceeds shall be paid to the General Partner as a Partnership oversight fee. The General Partner's Capital Contribution shall be used to pay the Development Fee and the Contractor's profit, overhead, and general requirements. (c) The Partnership shall pay to the Management Agent a property management fee for the leasing and management of the Project Apartment Housing in an amount in accordance with the Management Agreement. The term of the Management Agreement shall not exceed one 1 year, and the termination, execution or renewal of any Management Agreement shall be automatic provided there is no default here under or under the Management Agreement, otherwise it shall be subject to the prior Consent of the Special Limited Partner. If the Management Agent is an Affiliate of the General Partner then commencing with and there is an Operating Deficit following the termination of the Operating Deficit Guarantee PeriodPeriod or the depletion of the maximum Operating Deficit amount pursuant to Section 6.3, in any year in which the Project has an Operating Deficitwhichever occurs first, then 40% of the management fee will be deferred ("Deferred Management FeeFees"). Deferred Management Fees, if any, shall be paid to the Management Agent in accordance with Section 11.1

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in an the amount equal to 6.99% of $375,000 in accordance with the total eligible basis (acquisition plus rehabilitation, new construction) before Development Fee Agreement entered into by and between the addition of the fees Developer and the high cost adjustment, which is approximately $200,000Partnership on even date herewith. The Development Fee Agreement provides, in part, that the Development Fee shall first be paid from available proceeds from the Capital Contribution described in paragraph 7.2 (b)(c)of accordance with Section 9.2(b) of this Agreement and if not paid in full then the balance of the Development Fee will be paid to the extent permitted in accordance with Section 11.1 of this Agreement. (b) The Partnership shall utilize the proceeds from the Capital Contributions paid pursuant to Section 7.2(b) and Section 7.5 7.2 of this Agreement for costs associated with the development costs and construction of the Project including, but not limited to, land costs, Land Acquisition Fee, architectural fees, survey and engineering costs, financing costs, loan fees fees, Syndication Fee, building materials and building materialslabor. If any Capital Contribution proceeds are remaining after Completion of Construction and all acquisition, development and construction costs, excluding the Development Fee, are paid in full and the Construction Loan retired, then the remainder shall: first be paid to the Developer in payment of the Development Fee; second be paid to the General Partner as a reduction of the General Partner's Capital Contribution; and any remaining Capital Contribution proceeds shall be paid to the General Partner as a Partnership oversight fee. (c) The Partnership shall pay to the Management Agent a property management fee for the leasing and management of the Project in an amount in accordance with the Management Agreement. The term of the Management Agreement shall not exceed one 1 year, and the execution or renewal of any the Management Agreement shall be automatic provided there is no material default here under by the General Partner hereunder or by the Management Agent under the Management Agreement, otherwise it shall be subject to the prior Consent of the Special Limited Partner. If the Management Agent is an Affiliate of the General Partner then commencing with and there is an Operating Deficit following the termination of the Operating Deficit Guarantee PeriodPeriod or the depletion of the maximum Operating Deficit amount pursuant to Section 6.3, in any year in which the Project has an Operating Deficitwhichever occurs first, then 40% of the management fee will be deferred ("Deferred Management FeeFees"). Deferred Management Fees, if any, shall be paid to the Management Agent in accordance with Section 11.111.1 of this Agreement.

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in an the amount equal to 6.99% of $340,402 in accordance with the total eligible basis (acquisition plus rehabilitation, new construction) before Development Fee Agreement entered into by and between the addition of the fees Developer and the high cost adjustment, which is approximately $200,000Partnership on the even date hereof. The Development Fee Agreement provides, in part, that the Development Fee shall first be paid from available proceeds from the Capital Contribution described in paragraph 7.2 (b)(c)of accordance with Section 9.2(b) of this Agreement and if not paid in full then the balance of the Development Fee will be paid to the extent permitted in accordance with Section 11.1 of this Agreement. (b) The Partnership shall utilize the proceeds from the Capital Contributions paid pursuant to Section 7.2(b) and Section 7.5 7.2 of this Agreement for costs associated with the development costs and construction of the Apartment Housing including, but not limited to, land costs, Land Acquisition Fee, architectural fees, survey and engineering costs, financing costs, loan fees fees, Syndication Fee, building materials and building materialslabor. If any Capital Contribution proceeds are remaining after Completion of Construction and all acquisition, development and construction costs, excluding the Development Fee, are paid in full and the Construction Loan retiredfull, then the remainder shall: first be paid to the Developer in payment of the Development Fee; second be paid to the General Partner as a reduction of the General Partner's Capital Contribution; and any remaining Capital Contribution proceeds shall be paid to the General Partner as a Partnership oversight fee. (c) The Partnership shall pay to the Management Agent a property management fee for the leasing and management of the Project Apartment Housing in an amount in accordance with the Management Agreement. The term of the Management Agreement shall not exceed one year, and the execution or renewal of any Management Agreement shall be automatic provided there is no default here under or under the Management Agreement, otherwise it shall be subject to the prior Consent of the Special Limited Partner. If the Management Agent is an Affiliate of the General Partner then commencing with Partner, and there is an Operating Deficit following the termination of the Operating Deficit Guarantee PeriodPeriod or the depletion of the maximum Operating Deficit amount pursuant to Section 6.3, in any year in which the Project has an Operating Deficitwhichever occurs first, then 40% of the management fee will be deferred ("Deferred Management Fee"). Deferred Management Fees, if any, shall be paid to the Management Agent in accordance with Section 11.1

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in an the amount equal to 6.99% of approximately $361,942 in accordance with the total eligible basis (acquisition plus rehabilitation, new construction) before Development Fee Agreement entered into by and between the addition of the fees Developer and the high cost adjustment, which is approximately $200,000Partnership on the even date hereof. The Development Fee Agreement provides, in part, that the Development Fee shall first be paid from available proceeds from the Capital Contribution described in paragraph 7.2 (b)(c)of accordance with Section 9.2(b) of this Agreement and if not paid in full then the balance of the Development Fee will be paid to the extent permitted in accordance with Section 11.1 of this Agreement. (b) The Partnership shall utilize the proceeds from the Capital Contributions paid pursuant to Section 7.2(b) 7.2 and Section 7.5 of this Agreement for development costs including, but not limited to, land costs, Land Acquisition Fee, architectural fees, survey and engineering costs, financing costs, loan fees fees, Syndication Fee, building materials and building materialslabor. If any Capital Contribution proceeds are remaining after Completion of Construction and all acquisition, development and construction costs, excluding the Development Fee, are paid in full and the Construction Loan retired, then the remainder shall: first be paid to the Developer in payment of the Development Fee; second be paid to the General Partner as a reduction of the General Partner's Capital Contribution; and any remaining Capital Contribution proceeds shall be paid to the General Partner as a Partnership oversight fee. (c) The Partnership shall pay to the Management Agent a property management fee for the leasing and management of the Project Apartment Housing in an amount in accordance with the Management Agreement. The term of the Management Agreement shall not exceed one year, and the execution or renewal of any Management Agreement shall be automatic provided there is no default here under or under the Management Agreement, otherwise it shall be subject to the prior Consent of the Special Limited Partner. If the Management Agent is an Affiliate of the General Partner then commencing with the termination of the Operating Deficit Guarantee Period, in any year in which the Project Apartment Housing has an Operating Deficit, 40% of the management fee will be deferred ("Deferred Management Fee"). Deferred Management Fees, if any, shall be paid to the Management Agent in accordance with Section 11.1 of this Agreement and, if not paid shall accrue and the unpaid portion shall be payable on a cumulative basis in the first year in which there is sufficient Net Operating Income to pay the same. (1) The General Partner shall, upon receiving any request of the Mortgage lender requesting such action, dismiss the Management Agent as the entity responsible for management of the Apartment Housing under the terms of the Management Agreement; or, the General Partner shall dismiss the Management Agent at the request of the Special Limited Partner upon proper showing of cause for such dismissal. (2) The appointment of any successor Management Agent is subject to the Consent of the Special Limited Partner, which may only be sought after the General Partner has provided the Special Limited Partner with accurate and complete disclosure respecting the proposed Management Agent. (d) The Partnership shall pay to the Limited Partner an Asset Management Fee commencing in 2003 equal to $2,500 which will be increased annually by the Consumer Price Index (CPI), but not to exceed $4,000 the Limited Partner's services in assisting with the preparation of tax returns and the reports required in Sections 14.2 and 14.3 of this Agreement. The Reporting Fee shall be payable within seventy-five (75) days following each calendar year and shall be payable from Net Operating Income in the manner and priority set forth in Section 11.1 of this Agreement. Provided, however, that if in any year Net Operating Income is insufficient to pay the minimum of $2,500, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year in which there is sufficient Net Operating Income, as provided in Section 11.1, or sufficient Sale or Refinancing Proceeds, as provided in Section 11.2. The General Partner shall ensure that any accrued Asset Management Fee will be reflected in the annual audited financial statement. (e) The Partnership shall pay to the General Partner through the Compliance Period an annual Incentive Management Fee equal to 35% of the remaining Net Operating Income, but not greater than $6,250 commencing in 2003 for overseeing the marketing, lease-up and continued occupancy of the Partnership's apartment units, obtaining and monitoring the Mortgage Loan, maintaining the books and records of the Partnership, selecting and supervising the Partnership's Accountants, bookkeepers and other Persons required to prepare and audit the Partnership's financial statements and tax returns, and preparing and disseminating reports on the status of the Apartment Housing and the Partnership, all as required by Article XIV of this Agreement. The Partners acknowledge that the Incentive Management Fee is being paid as an inducement to the General Partner to operate the Partnership efficiently, to maximize occupancy and to increase the Net Operating Income. The Incentive Management Fee shall be payable from Net Operating Income in the manner and priority set forth in Section 11.1 of this Agreement upon completion and delivery of the annual audit pursuant to Section 14.2(a) of this Agreement. If the Incentive Management Fee is not paid in any year it shall not accrue for payment in subsequent years. (f) The Partnership shall pay to the General Partner through the Compliance Period an annual Tax Credit Compliance Fee equal to 35% of the remaining Net Operating Income, but not greater than $6,250 commencing in 2003 for the services of the General Partner in ensuring compliance by the Partnership and the Apartment Housing with all Tax Credit rules and regulations. The Tax Credit Compliance Fee shall be payable from Net Operating Income in the manner and priority set forth in Section 11.1 of this Agreement upon completion and delivery of the annual audit pursuant to Section 14.2(a) of this Agreement. If the Tax Credit Compliance Fee is not paid in any year it shall not accrue for payment in subsequent years.

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in an the amount equal to 6.99% of $975,000 in accordance with the total eligible basis (acquisition plus rehabilitation, new construction) before Development Fee Agreement entered into by and between the addition of the fees Developer and the high cost adjustment, which is approximately $200,000Partnership on even date herewith. The Development Fee Agreement provides, in part, that the Development Fee shall first be paid from available proceeds from the Capital Contribution described in paragraph 7.2 (b)(c)of accordance with Section 9.2(b) of this Agreement and if not paid in full then the balance of the Development Fee will be paid to the extent permitted in accordance with Section 11.1 of this Agreement. (b) The Partnership shall utilize the proceeds from the Capital Contributions paid pursuant to Section 7.2(b) and Section 7.5 7.2 of this Agreement for costs associated with the development costs and construction of the Project including, but not limited to, land costs, Land Acquisition Fee, architectural fees, survey and engineering costs, financing costs, loan fees fees, Syndication Fee, building materials and building materialslabor. If any Capital Contribution proceeds are remaining after Completion of Construction and all acquisition, development and construction costs, excluding the Development Fee, are paid in full and the Construction Loan retired, then the remainder shall: first be paid to the Developer in payment of the Development Fee; second be paid to the General Partner as a reduction of the General Partner's Capital Contribution; and any remaining Capital Contribution proceeds shall be paid to the General Partner as a Partnership oversight fee. (c) The Partnership shall pay to the Management Agent a property management fee for the leasing and management of the Project in an amount in accordance with the Management Agreement. The term of the Management Agreement shall not exceed one 1 year, and the execution or renewal of any the Management Agreement shall be automatic provided there is no material default here under by the General Partner hereunder or by the Management Agent under the Management Agreement, otherwise it shall be subject to the prior Consent of the Special Limited Partner. If the Management Agent is an Affiliate of the General Partner then commencing with and there is an Operating Deficit following the termination of the Operating Deficit Guarantee PeriodPeriod or the depletion of the maximum Operating Deficit amount pursuant to Section 6.3, in any year in which the Project has an Operating Deficitwhichever occurs first, then 40% of the management fee will be deferred ("Deferred Management FeeFees"). Deferred Management Fees, if any, shall be paid to the Management Agent in accordance with Section 11.1 of this Agreement. (i) The General Partner shall dismiss the Management Agent at the request of the Special Limited Partner if the Management Agent fails to provide or inaccurately provides the information requested in Sections 14.2 or 14.3 of this Agreement or for other cause. (ii) The appointment of any successor Management Agent is subject to the Consent of the Special Limited Partner which consent shall not be unreasonably withheld, which may only be sought after the General Partner has provided the Special Limited Partner with accurate and complete disclosure respecting the proposed Management Agent. (d) The Partnership shall pay to the Limited Partner an annual Asset Management Fee commencing in 2007 equal to $9,000, increasing by 3% annually, for the Limited Partner's services in assisting with the preparation of tax returns and the reports required in Section 14.2 and Section 14.3 of this Agreement. The Asset Management Fee of $9,000 shall be payable in monthly equal installments; provided, however, that if in any year Net Operating Income is insufficient to pay the full $9,000, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year in which there is sufficient Net Operating Income, as provided in Section 11.1, or sufficient Sale or Refinancing Proceeds, as provided in Section 11.2. The General Partner shall ensure that any accrued Asset Management Fee will be reflected in the annual audited financial statement. (e) The Partnership shall pay to the General Partner through the Compliance Period an annual Incentive Management Fee equal to 40% of Net Operating Income commencing in 2007 for overseeing the marketing, lease-up and continued occupancy of the Partnership's units, obtaining and monitoring the Mortgage Loan, maintaining the books and records of the Partnership, selecting and supervising the Partnership's Accountants, bookkeepers and other Persons required to prepare and audit the Partnership's financial statements and tax returns, and preparing and disseminating reports on the status of the Project and the Partnership, all as required by Article XIV of this Agreement. The Partners acknowledge that the Incentive Management Fee is being paid as an inducement to the General Partner to operate the Partnership efficiently, to maximize occupancy. The Incentive Management Fee shall be paid at the end of each calendar quarter payable from Net Operating Income in the manner and priority set forth in Section 11.1 of this Agreement. If the Incentive Management Fee is not paid in any year it shall not accrue for payment in subsequent years. (f) The Partnership shall pay to the General Partner through the Compliance Period an annual Tax Credit Compliance Fee equal to 40% of Net Operating Income commencing in 2007 for the services of the General Partner in ensuring compliance by the Partnership and the Project with all Tax Credit rules and regulations. The Tax Credit Compliance Fee shall be paid at the end of each calendar quarter payable from Net Operating Income in the manner and priority set forth in Section 11.1 of this Agreement. If the Tax Credit Compliance Fee is not paid in any year it shall not accrue for payment in subsequent years.

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in an amount equal to 6.99% of the total eligible basis (acquisition plus rehabilitation, new construction) before the addition of the fees and the high cost adjustment, which is approximately $200,000140,000. The Development Fee shall first be paid from available proceeds from the Capital Contribution described in paragraph 7.2 (b)(c)of this Agreement and if not paid in full then the Development Fee will be paid to the extent permitted in Section 11.1 of this Agreement. (b) The Partnership shall utilize the proceeds from the Capital Contributions paid pursuant to Section 7.2(b) and Section 7.5 of this Agreement for development costs including, but not limited to, land costs, architectural fees, survey and engineering costs, financing costs, loan fees and building materials. If any Capital Contribution proceeds are remaining after Completion Completiom of Construction Cosntruction and all construction costs, excluding the Development Fee, are paid in full and the Construction Loan retired, then the remainder shall: first be paid to the Developer in payment of the Development Fee; second be paid to the General Partner as a reduction of the General Partner's Capital Contribution; and any remaining Capital Contribution proceeds shall be paid to the General Partner as a Partnership oversight fee. (c) The Partnership shall pay to the Management Agent a property management fee for the leasing and management of the Project in an amount in accordance with the Management Agreement. The term of the Management Agreement shall not exceed one year, and the execution or renewal of any Management Agreement shall be automatic provided there is no default here under or under the Management Agreement, otherwise it shall be subject to the prior Consent of the Special Limited Partner. If the Management Agent is an Affiliate of the General Partner then commencing with the termination of the Operating Deficit Guarantee Period, in any year in which the Project has an Operating Deficit, 40% of the management fee will be deferred ("Deferred Management Fee"). Deferred Management Fees, if any, shall be paid to the Management Agent in accordance with Section 11.1

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in an the amount equal to 6.99% of $153,250 in accordance with the total eligible basis (acquisition plus rehabilitation, new construction) before Development Fee Agreement entered into by and between the addition of the fees Developer and the high cost adjustment, which is approximately $200,000Partnership on the even date hereof. The Development Fee Agreement provides, in part, that the Development Fee shall first be paid from available proceeds from the Capital Contribution described in paragraph 7.2 accordance with Section 9.2 (b)(c)of b) of this Agreement agreement and if not paid in full then the balance of the Development Fee will be paid to the extent permitted in accordance with Section 11.1 of this Agreement. (b) The Partnership shall utilize the proceeds from the Capital Contributions paid pursuant to Section 7.2(b) and Section 7.5 of this Agreement for development costs including, but not limited to, land costs, architectural fees, survey and engineering costs, financing costs, loan fees fees, building materials and building materialslabor. If any Capital Contribution proceeds are remaining after Completion of Construction and all acquisition, development and construction costs, excluding the Development Fee, are paid in full and the Construction Loan retired, then the remainder shall: first be paid to the Developer in payment of the Development Fee; second be paid to the General Partner as a reduction of the General Partner's Capital Contribution; and any remaining Capital Contribution proceeds shall be paid to the General Partner as a Partnership oversight fee. (c) The Partnership shall pay to the Management Agent a property management fee for the leasing and management of the Project in an amount in accordance with the Management Agreement. The term of the Management Agreement shall not exceed one year, and the execution or renewal of any Management Agreement shall be automatic provided there is no default here under or under the Management Agreement, otherwise it shall be subject to the prior Consent of the Special Limited Partner. If the Management Agent is an Affiliate of the General Partner then commencing with the termination of the Operating Deficit Guarantee Period, in any year in which the Project has an Operating Deficit, 40% of the management fee will be deferred ("Deferred Management Fee"). Deferred Management Fees, if any, shall be paid to the Management Agent in accordance with Section 11.1 of this Agreement. (1) The General Partner shall, upon receiving any request of the Mortgage lender requesting such action, dismiss the Management Agent as the entity responsible for management of the Project under the terms of the Management Agreement; or, the General Partner shall dismiss the Management Agent at the request of the Special Limited Partner for cause if the Management Agent fails to provide, or inaccurately provides, the information requested in Sections 14.2 and 14.3 of the Agreement. (2) The appointment of any successor Management Agent is subject to the Consent of the Special Limited Partner which may only be sought after the General Partner has provided the Special Limited Partner with accurate and complete disclosure respecting the proposed Management Agent. (d) The Partnership shall pay to the Limited Partner a Reporting Fee commencing in 2002 equal to 15% of the Net Operating Income but in no event less than $2,500 for the Limited Partner's services in assisting with the preparation of tax returns and the reports required in Sections 14.2 and 14.3 of this Agreement. The Reporting Fee shall be paid at end of each calendar quarter payable from Net Operating Income in the manner and priority set forth in Section 11.1 of this Agreement; provided, however, that if in any year Net Operating Income is insufficient to pay the full $2,500, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year in which there is sufficient Net Operating Income, as provided in Section 11.1, or sufficient Sale or Refinancing Proceeds, as provided in Section 11.2. (e) The Partnership shall pay to the Management Agent a Management Compliance Monitoring Fee (the "Management Compliance Monitoring Fee") in the amount of $25,000 for services in connection with the Tax Credit supervisory and management personnel. (f) The Partnership shall pay to the General Partner an Incentive Management Fee equal to 70% of the available Net Operating Income in accordance with Section 11.1 of this Agreement for each fiscal year of the Partnership commencing in 2001 for services incident to the administration of the business and affairs of the Partnership, which services shall include, but not limited to, maintaining the books and records of the Partnership, selecting and supervising the Partnership's Accountants, bookkeepers and other Persons required to prepare and audit the Partnership's financial statements and tax returns, and preparing and disseminating reports on the status of the Project and the Partnership, all as required by Article XIV of this Agreement. The Incentive Management Fee shall be paid at end of each calendar quarter payable from Net Operating Income in the manner and priority set forth in Section 11.1. If the Incentive Management Fee is not paid in any year it shall not accrue for payment in subsequent years.

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in an the amount equal to 6.99% of $240,000 in accordance with the total eligible basis (acquisition plus rehabilitation, new construction) before Development Fee Agreement entered into by and between the addition of the fees Developer and the high cost adjustment, which is approximately $200,000Partnership on the even date hereof. The Development Fee Agreement provides, in part, that the Development Fee shall first be paid from available proceeds from the Capital Contribution described in paragraph 7.2 accordance with Section 9.2 (b)(c)of b) of this Agreement agreement and if not paid in full then the balance of the Development Fee will be paid to the extent permitted in accordance with Section 11.1 of this Agreement. (b) The Partnership shall utilize the proceeds from the Capital Contributions paid pursuant to Section 7.2(b) and Section 7.5 of this Agreement for development costs including, but not limited to, land costs, architectural fees, survey and engineering costs, financing costs, loan fees fees, building materials and building materialslabor. If any Capital Contribution proceeds are remaining after Completion of Construction and all acquisition, development and construction costs, excluding the Development Fee, are paid in full and the Construction Loan retired, then the remainder shall: first be paid to the Developer in payment of the Development Fee; second be paid to the General Partner as a reduction of the General Partner's Capital Contribution; and any remaining Capital Contribution proceeds shall be paid to the General Partner as a Partnership oversight fee. (c) The Partnership shall pay to the Management Agent a property management fee for the leasing and management of the Project in an amount in accordance with the Management Agreement. The term of the Management Agreement shall not exceed one year, and the execution or renewal of any Management Agreement shall be automatic provided there is no default here under or under the Management Agreement, otherwise it shall be subject to the prior Consent of the Special Limited Partner. If the Management Agent is an Affiliate of the General Partner then commencing with the termination of the Operating Deficit Guarantee Period, in any year in which the Project has an Operating Deficit, 40% of the management fee will be deferred ("Deferred Management Fee"). Deferred Management Fees, if any, shall be paid to the Management Agent in accordance with Section 11.1

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer a Development Fee in an the amount equal to 6.99% of $586,600 in accordance with the total eligible basis (acquisition plus rehabilitation, new construction) before Development Fee Agreement entered into by and between the addition of the fees Developer and the high cost adjustment, which is approximately $200,000Partnership on even date herewith. The Development Fee Agreement provides, in part, that the Development Fee shall first be paid from available proceeds from the Capital Contribution described in paragraph 7.2 (b)(c)of accordance with Section 9.2(b) of this Agreement and if not paid in full then the balance of the Development Fee will be paid to the extent permitted in accordance with Section 11.1 of this Agreement. (b) The Partnership shall utilize the proceeds from the Capital Contributions paid pursuant to Section 7.2(b) and Section 7.5 7.2 of this Agreement for costs associated with the development costs and construction of the Apartment Housing including, but not limited to, land costs, Land Acquisition Fee, architectural fees, survey and engineering costs, financing costs, loan fees fees, Syndication Fee, building materials and building materialslabor. If any Capital Contribution proceeds are remaining after Completion of Construction and all acquisition, development and construction costs, excluding the Development Fee, are paid in full and the Construction Loan retired, then the remainder shall: first be paid to the Developer in payment of the Development Fee; second be paid to the General Partner as a reduction of the General Partner's Capital Contribution; and any remaining Capital Contribution proceeds shall be paid to the General Partner as a Partnership oversight fee. (c) The Partnership shall pay to the Management Agent a property management fee for the leasing and management of the Project Apartment Housing in an amount in accordance with the Management Agreement. The term of the Management Agreement shall not exceed one 1 year, and the execution or renewal of any Management Agreement shall be automatic provided there is no default here under or under the Management Agreement, otherwise it shall be subject to the prior Consent of the Special Limited Partner. If the Management Agent is an Affiliate of the General Partner then commencing with and there is an Operating Deficit following the termination of the Operating Deficit Guarantee PeriodPeriod or the depletion of the maximum Operating Deficit amount pursuant to Section 6.3, in any year in which the Project has an Operating Deficitwhichever occurs first, then 40% of the management fee will be deferred ("Deferred Management FeeFees"). Deferred Management Fees, if any, shall be paid to the Management Agent in accordance with Section 11.1