ASSET MANAGEMENT AGREEMENT THIS ASSET MANAGEMENT AGREEMENT (the “1602 Asset Management Agreement”) is made and entered into as of the __st day of _____ 2009, by and between ___________________(the “Taxpayer” or “Owner”), and the Louisiana Housing Finance Agency and its successors and assigns (the “Asset Manager” or “LHFA”). RECITALS: WHEREAS, the Agency has been ordered and directed to act as the housing credit agency under Section 42 of the Internal Revenue Code of 1986, as amended (the “Code”) on behalf of the State of Louisiana (the "State") in allocating and administering programs and/or resources to made available pursuant to the Section 42 of the Code (the “LIHTC Program”); and WHEREAS, LHFA has received an award of funds (“1602 Funds”) from the United States Treasury Department under the provisions of Section 1602 of Subtitle C of Title I of Division B of the American Recovery and Reinvestment Act of 2009 (the “Recovery Act”) and has determined to make available a portion of such 1602 Funds in the form of a sub award (the “1602 Investment”) to taxpayers with inefficient tax credit syndications (pricing of tax credits at less than $0.80 per dollar of tax credit) competing for an award of low-income housing tax credits in accordance with the competitive Selection Criteria contained in the 2009 Qualified Allocation Plan (the “2009 QAP”); and WHEREAS, Section 1602(c)(3) of Subtitle C of Title I of Division B of the Recovery Act requires the LHFA to perform asset management functions to assure compliance with Section 42 of the Code and the long-term viability of buildings funded by any sub award under said section (hereinafter referenced as the “Asset Management Requirements of the Recovery Act”); and WHEREAS, the Taxpayer was organized to acquire and own _____ unit apartment development as the _________ and located in _____ Parish, Louisiana (the “Project”); and WHEREAS, it is contemplated that the Taxpayer agrees to deliver information, documents and certificates to the Asset Manager regarding construction, development and operations of the Property as may be required by the Asset Manager to perform its asset management functions under the Recovery Act; and WHEREAS, the Taxpayer has received a 1602 Investment in the amount of $_________ from the LHFA in accordance with the provisions of a 1602 Sub Award Investment Agreement dated as of ____ 1, 2009 (the “1602 Investment Agreement”) by and between the Taxpayer and the LHFA and, as a condition for receiving the 1602 Investment under said 1602 Investment Agreement, has agreed (i) to retain the Asset Manager to provide certain asset management and monitoring services with respect to the Property and (ii) to pay the Asset Manager a fee for such services as required under the Recovery Act. NOW THEREFORE, in consideration of the premises and the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Retention of Asset Manager. The Taxpayer agrees to retain the Asset Manager to monitor and to review the activities related to the construction, development, management and operation of the Project as herein contemplated and as may be required under the Recovery Act. 2. Term and Termination. The term of the 1602et Management Agreement will be coterminous with the terms of the termination of the Extended Use Agreement for the Project under Section 42(h)(6(D). 3. Functions of the Asset Manager. The Taxpayer agrees to permit the Asset Manager to perform the following functions with respect to the construction, management and operation of the Property: a) Construction Monitoring, Site Visits and Physical Inspection. The Asset Manager may make periodic physical inspections of the Property during construction to assure that the Project is constructed in accordance with the Plans and Specifications approved by the LHFA. The Taxpayer agrees to permit the Asset Manager to review all construction requisitions and architect certifications concerning the construction progress of the Project. b) Budget and Operations Review. The Asset Manager shall have access to all information from _________________ and its successors and assigns as management agent or such other management agent as the Owner may engage (the “Property Manager”) to the extent not provided through the Owner. The Owner shall cause Property Manager to cooperate with the Asset Manager with regard to its duties under this 1602et management Agreement. Specifically, the Asset Manager shall: i. review the annual operating budget (the “Annual Budget”) submitted by the Property Manager for approval by the Owner. Specifically, the Asset Manager will make a recommendation to the Owner regarding the Property Manager’s Annual Budget proposal and report whether such annual budget is consistent with the Asset Management Electronic Compliance Model as such model may be updated (the “AMEC Model”) required to be submitted to the LHFA under the 1602 Asset Management Agreement 2 1602 Investment Documents based upon the Asset Manager’s opinion as to whether income, expense and capital items are realistic within the context of the Project and its rental market and the projections contained in the AMEC Model; ii. assess the site personnel and procedures of the Property Manager on an annual basis to obtain information concerning the marketing plans, the compliance procedures relating to the 1602 Investment Documents and the successful operation of the Property in accordance with the AMEC Model; iii. prepare and deliver to the Owner, on an annual basis, a summary of the operations of the Property as reported by the Property Manager, including an analysis of any variations of major income/expense items in excess of five percent (5%) between budgeted and actual results as may be reflected in the AMEC Model; iv. obtain, at the Taxpayer’s expense, not less than once every five years, a physical condition assessment (“PCA”) performed by an architect or engineer in accordance with Statement of Work for Physical Condition Assessment required by HUD’s Office of Affordable Housing Preservation (“OAHP”) in connection undergoing restructuring under HUD’s Mark-to-Market Program, including any green improvements that may improve the operating and/or capital replacement efficiency of the Project; v. update the AMEC Model to reflect all adjustments to the economic life projection’s of the Project’s major systems and other capital replacements; vi. submit a narrative to the Taxpayer/Owner describing the adjustments to the AMEC Model. 4. Fee. For services to be performed under this Agreement, the Owner agrees to pay the Asset Manager an initial asset management fee of $27,500 at closing (the “Initial Asset Management Fee”) and an annual asset management fee of five thousand dollars ($5,000) (the “Annual Fee”) due and payable commencing at the end of the first year of the Project’s Compliance Period. The Annual Fee shall be due and payable to the Asset Manager on each January 1 and shall be adjusted each year by the consumer price index (“CPI”). 1602 Asset Management Agreement 3 5. Successor and Assigns. This Asset Management Agreement shall be binding upon the parties hereto and their respective personal representatives, heirs, administrators, executors, successors and assigns. This Asset Management Agreement may not be assigned by either party without the consent of the other; provided, however, that the LHFA may designate a third party as the Asset Manager for the Project pursuant to this Asset Management Agreement and the Taxpayer/Owner shall be obligated to pay the third party as designated by the LHFA all or a portion of the Annual Fee in consideration of the third party performing all or a portion of the asset management functions described under this Asset Management Agreement and under the Recovery Act. 6. Defined Terms. Except where otherwise defined in the Asset Management Agreement, all capitalized terms shall have the same meaning as set forth in the 1602 Investment Agreement 7. Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of Louisiana 8. Notices. No notice or other communication shall be deemed given unless sent in any of the manners, and to the persons, specified herein. All notices and other communications hereunder shall be in writing and shall be deemed given (a) upon receipt if delivered personally (unless subject to clause (b)) or if by registered or certified mail, (b) on the business day following dispatch by overnight courier or (c) upon the completion of transmission (which is confirmed by telephone or by a statement generated by the transmitting machine) if transmitted by telecopy or other means of facsimile which provides immediate or near immediate transmission to compatible equipment in the possession of the recipient, in any case to the parties at the following addresses or telecopy (or at such other address or telecopy for a party specified by like notice): If to the Asset Manager: Louisiana Housing Finance Agency 2415 Quail Drive Baton Rouge, LA 70808 Phone: 225-763-8700 Fax: 225-543-8710 Attention: President 1602 Asset Management Agreement 4 With a copy to: Wayne J. Neveu, Esq. c/o Foley & Judell, L.L.P. One Canal Place, Suite 2600 3365 Canal Street New Orleans, Louisiana 70130 If to the Taxpayer/Owner: ___________________________ ___________________________ ___________________ Phone: ____________ Telecopy number: (___) ___-____ If to the Property Manager: ___________________________ ___________________________ ___________________ Phone: ____________ Telecopy number: (___) ___-____ 9. Counterparts. This Agreement may be executed in one or more counterparts and each of such counterparts shall be deemed to be an original for all purposes, and all of such counterparts shall together constitute one and the same document. IN WITNESS WHEREOF, the parties hereto have affixed or cause to be affixed their respective signatures effective as of the day first written above. OWNER/TAXPAYER _______________________________ By: _____________________________ 1602 Asset Management Agreement 5 ASSET MANAGER: Louisiana Housing Finance Agency By: _____________________________ Milton J. Bailey, President 1602 Asset Management Agreement 6