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 the amount of $125,000. The Development Fee shall first be paid from available proceeds in accordance with Section 9.2(b) of this Agreement and if not paid in full then the Development Fee will be paid in accordance with the Development Fee Agreement. (b) Notwithstanding the preceding, the Partnership will use the sum of $320,499 from the Capital Contributions paid pursuant to Sections 7.2(b) and 7.5 of this Agreement to be used as follows: $114,472 for acquisition of the Project and the balance to be used for rehabilitation and development costs including, but not limited to, architectural fees, survey and engineering costs, financing costs, loan fees, building materials and labor. If any such funds are remaining after Completion of Construction and all rehabilitation costs are paid in full then the remainder shall first be paid to the General Partner in an amount equal to any unpaid Development Fee and the balance, if any, shall be paid to the General Partner as a reduction of the General Partner's Capital Contribution and/or an incentive rent-up 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 three years, and the execution or renewal of any Management Agreement shall be subject to the prior Consent of the Special Limited Partner which consent shall not be unreasonably withheld. If the Management Agent is an Affiliate of the General Partner then commencing with the termination of the Operating Deficit Guarantee Period the Management Agreement shall provide that, in any year in which the Project has an Operating Deficit, up to 40% of the management fee will be deferred ("Deferred Management Fee"). Deferred Management Fees, if any, shall be paid to the Management Agent solely in accordance with and to the extent permitted by Section 11.1 of this Agreement. (1) The Special Limited Partner shall have the right to cause the General Partner to remove the Management Agent and replace it with a Management Agent designated by the Special Limited Partner if any of the following is true: (1) an event has occurred which would allow a General Partner to be removed for cause (as defined in Section 13.2 hereof), regardless of whether the Special Limited Partner exercises its right to remove the General Partner, (ii) there has been a default in Mortgage Loan if such default was the result of the failure of the property manager to properly perform its duties under the property management agreement, or (iii) the mortgage lender has requested a demand in writing to dismiss the Management Agent for cause. (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 accurate and complete disclosure respecting the proposed Management Agent. (d) The Partnership shall pay to the Limited Partner a fee (the "Reporting Fee") commencing in 1997 equal to 33% of the Owner's Annual Return but in no event less than $1,800 for the Limited Partner's services in monitoring the operations of the Partnership and for services in connection with the Partnership's accounting matters and 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 Owner's Annual Return in the manner and priority set forth in Section 11.1 of this Agreement; provided, however, that if in any year Owner's Annual Return is insufficient to pay the full $1,500, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year in which there is sufficient Owner's Annual Return, 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 General Partner an Incentive Management Fee equal to 67% of the available Owner's Annual Return in accordance with Section 11.1 of this Agreement for each fiscal year of the Partnership commencing in 1997 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 payable within seventy-five (75) days following each calendar year and shall be payable from Owner's Annual Return in the manner and priority set forth in Section 11.1. For any year in which the Owner's Annual Return is insufficient to pay the Incentive Management Fee, such unpaid fee 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 the amount of $125,000150,000. The Development Fee shall first be paid from available proceeds in accordance with Section 9.2(b) of this Agreement and if not paid in full then the Development Fee will be paid in accordance with the Development Fee Agreement. (b) Notwithstanding the preceding, the Partnership will use the sum of $320,499 422,851 from the Capital Contributions paid pursuant to Sections 7.2(b) and 7.5 of this Agreement to be used as follows: $114,472 143,387 for acquisition of the Project and the balance to be used for rehabilitation and development costs including, but not limited to, architectural fees, survey and engineering costs, financing costs, loan fees, building materials and labor. If any such funds are remaining after Completion of Construction and all rehabilitation costs are paid in full full, then the remainder shall first be paid to the General Partner in an amount equal to any unpaid Development Fee and the balance, if any, shall be paid to the General Partner as a reduction of the General Partner's Capital Contribution and/or an incentive rent-up 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 three years, and the execution or renewal of any Management Agreement shall be subject to the prior Consent of the Special Limited Partner which consent shall not be unreasonably withheld. If the Management Agent is an Affiliate of the General Partner then commencing with the termination of the Operating Deficit Guarantee Period the Management Agreement shall provide that, in any year in which the Project has an Operating Deficit, up to 40% of the management fee will be deferred ("Deferred Management Fee"). Deferred Management Fees, if any, shall be paid to the Management Agent solely in accordance with and to the extent permitted by Section 11.1 of this Agreement. (1) The Special Limited Partner shall have the right to cause the General Partner to remove the Management Agent and replace it with a Management Agent designated by the Special Limited Partner if any of the following is true: (1) an event has occurred which would allow a General Partner to be removed for cause (as defined in Section 13.2 hereof), regardless of whether the Special Limited Partner exercises its right to remove the General Partner, (ii) there has been a default in Mortgage Loan if such default was the result of the failure of the property manager to properly perform its duties under the property management agreement, or (iii) the mortgage lender has requested a demand in writing to dismiss the Management Agent for cause. (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 accurate and complete disclosure respecting the proposed Management Agent. (d) The Partnership shall pay to the Limited Partner a fee (the "Reporting Fee") commencing in 1997 equal to 33% of the Owner's Annual Return but in no event less than $1,800 1,944 for the Limited Partner's services in monitoring the operations of the Partnership and for services in connection with the Partnership's accounting matters and 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 Owner's Annual Return in the manner and priority set forth in Section 11.1 of this Agreement; provided, however, that if in any year Owner's Annual Return is insufficient to pay the full $1,5001,944, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year in which there is sufficient Owner's Annual Return, 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 General Partner an Incentive Management Fee equal to 67% of the available Owner's Annual Return in accordance with Section 11.1 of this Agreement for each fiscal year of the Partnership commencing in 1997 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 payable within seventy-five (75) days following each calendar year and shall be payable from Owner's Annual Return in the manner and priority set forth in Section 11.1limited 1. For any year in which the Owner's Annual Return is insufficient to pay the Incentive Management Fee, such unpaid fee shall not accrue for payment in subsequent years.

Payments to the General Partners and Others. (a) The Partnership shall pay to the Developer, Developer a Development Fee in the amount of $125,000. The Development Fee shall first be paid from available proceeds 180,000 in accordance with Section 9.2(b) of this Agreement and if not paid in full available then the Development Fee will be paid in accordance with the Development Fee AgreementAgreement between the Partnership and the Developer. (b) Notwithstanding the precedingpreceeding, the Partnership will use shall utilize the sum of $320,499 proceeds from the Capital Contributions paid pursuant to Sections Section 7.2(b) and Section 7.5 of this Agreement to be used as follows: $114,472 for acquisition of the Project and the balance to be used for rehabilitation and supplemental development costs including, but not limited to, land costs, architectural fees, survey and engineering costs, financing costs, loan fees, building materials and labor, but the amount retained shall in no event be greater than the difference between the Construction Loan and the Mortgage Loan. If any such funds are remaining after Completion of Construction and all rehabilitation costs construction costs, excluding the Development Fee, are paid in full and the Construction Loan retired, then the remainder shall first be paid to the General Partner in an amount equal to any unpaid Development Fee and the balance, if any, shall be paid to the General Partner as a reduction of the General Partner's Capital Contribution and/or and /or an incentive rent-up feerent up. (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 three yearsone year, and the execution or renewal of any Management Agreement shall be subject to the prior Consent of the Special Limited Partner which consent shall not be unreasonably withheldPartner. If the Management Agent is an Affiliate of the General Partner then commencing with the termination of the Operating Deficit Guarantee Period the Management Agreement management agent shall provide that, in any year in which the Project has an Operating Deficit, up to 40% of the management fee will be deferred ("Deferred Management Fee"). Deferred Management Fees, if any, shall be paid to the Management Agent solely in accordance with and to the extent permitted by Section 11.1 of this Agreement. (1) The Special Limited Partner shall have the right to cause the General Partner to remove the Management Agent and replace it with a Management Agent designated by the Special Limited Partner if shall, upon receiving any request of the following is true: (1) an event has occurred which would allow a General Partner to be removed for cause (as defined in Section 13.2 hereof)Mortgage lender requesting such action, regardless of whether the Special Limited Partner exercises its right to remove the General Partner, (ii) there has been a default in Mortgage Loan if such default was the result of the failure of the property manager to properly perform its duties under the property management agreement, or (iii) the mortgage lender has requested a demand in writing to dismiss the Management Agent as the entity responsible for causemanagement 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. (2) The appointment of any successor Management Agent is subject to the Consent of the Special Limited Partner 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 fee (the "Reporting Fee") commencing in 1997 2002 equal to 33% of the Owner's Annual Return but in no event less than $1,800 500 for the Limited Partner's services in monitoring the operations of the Partnership and for services in connection with the Partnership's accounting matters and 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 Owner's Annual Return Net Operating Income in the manner and priority set forth in Section 11.1 of this Agreement; provided, however, that if in any year Owner's Annual Return Net Operating Income is insufficient to pay the full $1,500500, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year in which there is sufficient Owner's Annual ReturnNet 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 General Partner an Incentive Management Fee equal to 6735% of the available Owner's Annual Return Net Operating Income in accordance with Section 11.1 of this Agreement for each fiscal year of the Partnership commencing in 1997 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 payable within seventy-five (75) days following each calendar year and shall be payable from Owner's Annual Return Net Operating Income in the manner and priority set forth in Section 11.1. For any year in which the Owner's Annual Return is insufficient to pay If the Incentive Management Fee, such unpaid fee 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 35% commencing in 2002 and 35% of Net Operating Income 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, Developer a Development Fee in the amount of $125,000. The Development Fee shall first be paid from available proceeds 245,610 in accordance with Section 9.2(b) of this Agreement and if not paid in full available then the Development Fee will be paid in accordance with the Development Fee AgreementAgreement between the Partnership and the Developer. (b) Notwithstanding the precedingpreceeding, the Partnership will use shall utilize the sum of $320,499 proceeds from the Capital Contributions paid pursuant to Sections Section 7.2(b) and Section 7.5 of this Agreement to be used as follows: $114,472 for acquisition of the Project and the balance to be used for rehabilitation and supplemental development costs including, but not limited to, land costs, architectural fees, survey and engineering costs, financing costs, loan fees, building materials and labor, but the amount retained shall in no event be greater than the difference between the Construction Loan and the Mortgage Loan. If any such funds are remaining after Completion of Construction and all rehabilitation costs construction costs, excluding the Development Fee, are paid in full and the Construction Loan retired, then the remainder shall first be paid to the General Partner in an amount equal to any unpaid Development Fee and the balance, if any, shall be paid to the General Partner as a reduction of the General Partner's Capital Contribution and/or and /or an incentive rent-up feerent up. (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 three yearsone year, and the execution or renewal of any Management Agreement shall be subject to the prior Consent of the Special Limited Partner which consent shall not be unreasonably withheldPartner. If the Management Agent is an Affiliate of the General Partner then commencing with the termination of the Operating Deficit Guarantee Period the Management Agreement management agent shall provide that, in any year in which the Project has an Operating Deficit, up to 40% of the management fee will be deferred ("Deferred Management Fee"). Deferred Management Fees, if any, shall be paid to the Management Agent solely in accordance with and to the extent permitted by Section 11.1 of this Agreement. (1) The Special Limited Partner shall have the right to cause the General Partner to remove the Management Agent and replace it with a Management Agent designated by the Special Limited Partner if shall, upon receiving any request of the following is true: (1) an event has occurred which would allow a General Partner to be removed for cause (as defined in Section 13.2 hereof)Mortgage lender requesting such action, regardless of whether the Special Limited Partner exercises its right to remove the General Partner, (ii) there has been a default in Mortgage Loan if such default was the result of the failure of the property manager to properly perform its duties under the property management agreement, or (iii) the mortgage lender has requested a demand in writing to dismiss the Management Agent as the entity responsible for causemanagement 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. (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. (3) Prior to the Management Agent's acceptance of an initial tenant for move-in into an apartment unit, the Management Agent shall submit to the Special Limited Partner the prospective tenant's application, certification and the third party verifications. The Special Limited Partner shall have 48 hours to review said tenant file from the date of actual receipt to approve or disapprove of said prospective tenant. If the Special Limited Partner does not respond to the Management Agent within the requisite 48 hours, then the prospective tenant will be deemed approved by the Special Limited Partner. The Partners recognize and acknowledge that the Special Limited Partner's review of the prospective tenant's files is only to confirm that the tenant complies with the guidelines of Section 42 of the Code. (d) The Partnership shall pay to the Limited Partner a fee (the "Reporting Fee") commencing in 1997 2000 equal to 3315% of the Owner's Annual Return Net Operating Income but in no event less than $1,800 500 for the Limited Partner's services in monitoring the operations of the Partnership and for services in connection with the Partnership's accounting matters and 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 Owner's Annual Return Net Operating Income in the manner and priority set forth in Section 11.1 of this Agreement; provided, however, that if in any year Owner's Annual Return Net Operating Income is insufficient to pay the full $1,500500, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year in which there is sufficient Owner's Annual ReturnNet 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 General Partner an Incentive Management Fee equal to 6770% of the available Owner's Annual Return Net Operating Income in accordance with Section 11.1 of this Agreement for each fiscal year of the Partnership commencing in 1997 2000 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 payable within seventy-five (75) days following each calendar year and shall be payable from Owner's Annual Return Net Operating Income in the manner and priority set forth in Section 11.1. For any year in which the Owner's Annual Return is insufficient to pay If the Incentive Management Fee, such unpaid fee 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, Developer a Development Fee in the amount of $125,000. The Development Fee shall first be paid 231,000 from funds available proceeds in accordance with Section 9.2(b) of this Agreement and if not paid in full available then the Development Fee will be paid in accordance with the Development Fee AgreementAgreement between the Partnership and the Developer. (b) Notwithstanding the preceding, the Partnership will use shall utilize the sum of $320,499 proceeds from the Capital Contributions paid pursuant to Sections Section 7.2(b) and Section 7.5 of this Agreement to be used as follows: $114,472 for acquisition of the Project and the balance to be used for rehabilitation and supplemental development costs including, but not limited to, land costs, architectural fees, survey and engineering costs, financing costs, loan fees, building materials and labor, but the amount retained shall in no event be greater than the difference between the Construction Loan and the Mortgage Loan. If any such funds are remaining after Completion of Construction and all rehabilitation costs construction costs, excluding the Development Fee, are paid in full and the Construction Loan retired, then the remainder shall first be paid to the General Partner in an amount equal to any unpaid Development Fee and the balance, if any, shall be paid to the General Partner as a reduction of the General Partner's Capital Contribution and/or an incentive rent-up 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 three yearsone year, and the execution or renewal of any Management Agreement shall be subject to the prior Consent of the Special Limited Partner which consent shall not be unreasonably withheldPartner. If the Management Agent is an Affiliate of the General Partner then commencing with the termination of the Operating Deficit Guarantee Period the Management Agreement shall provide that, that in any year in which the Project has an Operating Deficit, up to 40% of the management fee will be deferred ("Deferred Management Fee"). Deferred Management Fees, if any, shall be paid to the Management Agent solely in accordance with and to the extent permitted by Section 11.1 of this Agreement. (1) The Special Limited Partner shall have the right to cause the General Partner to remove the Management Agent and replace it with a Management Agent designated by the Special Limited Partner if shall, upon receiving any request of the following is true: (1) an event has occurred which would allow a General Partner to be removed for cause (as defined in Section 13.2 hereof)Mortgage lender requesting such action, regardless of whether the Special Limited Partner exercises its right to remove the General Partner, (ii) there has been a default in Mortgage Loan if such default was the result of the failure of the property manager to properly perform its duties under the property management agreement, or (iii) the mortgage lender has requested a demand in writing to dismiss the Management Agent as the entity responsible for causemanagement 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. (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 accurate and complete disclosure respecting the proposed Management Agent. (d) The Partnership shall pay to the Limited Partner a fee (the "Reporting Fee") commencing in 1997 1998 equal to 3315% of the Owner's Annual Return Cash Flow From Operations but in no event less than $1,800 500 for the Limited Partner's services in monitoring the operations of the Partnership and for services in connection with the Partnership's accounting matters and 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 Owner's Annual Return Cash Flow From Operations in the manner and priority set forth in Section 11.1 of this Agreement; provided, however, that if in any year Owner's Annual Return Cash Flow From Operations is insufficient to pay the full $1,500500, the unpaid portion thereof shall accrue and be payable on a cumulative basis in the first year in which there is sufficient Owner's Annual ReturnCash Flow From Operations, 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 General Partner an Incentive Management Fee equal to 6740% of the available Owner's Annual Return Cash Flow From Operations in accordance with Section 11.1 of this Agreement for each fiscal year of the Partnership commencing in 1997 1998 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 payable within seventy-five (75) days following each calendar year and shall be payable from Owner's Annual Return Cash Flow From Operations in the manner and priority set forth in Section 11.1. For any year in which the Owner's Annual Return is insufficient to pay If the Incentive Management Fee, such unpaid fee Fee is not paid in any year it shall not accrue for payment in subsequent years.