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(g) "HUD" means the Department of Housing and Urban Development. (h) "Lower Income Households" means individuals or families who are of low or moderate income within the meaning of Section 103(b) of the Internal Revenue Code of 1954 as amended, and who constitute lower income households within the meaning of Section 51335 of the California Health and Safety Code. (i) "Principal Parties" means the Owner and the Agent. (j) "Qualified Tenants " means those lower income tenants as defined in Section 4(a) of the Regulatory Agreement. (k) "Regulatory Agreement" means the Regulatory Agreement between the Owner and CHFA and recorded in the Official Records of Alameda County. 3. Appointment and Acceptance. The Owner hereby appoints Agent as exclusive agent for the management of the Development, and Agent hereby accepts the appointment, both appointment and acceptance being subject to the terms and conditions set forth in this Agreement. 4. Effective Date. This Agreement shall become effective on the date it is appoved by the City or its designee and CHFA, which approvals shall be noted on the signature page of this Agreement. 5. Term of Agreement. This Agreement shall be in effect from the date first written above and continuing until December 31, 1991, subject, however, to the following conditions: (a) This Agreement shall not be binding upon either party until approved by the City and CHFA, which approvals shall be evidenced on the signature page of this Agreement; (b) This Agreement may be terminated by the mutual consent of the parties as of the end of any calendar month, provided that at least sixty (60) days advance written notice thereof is given to each party, the Lenders and the City; (c) This Agreement may be terminated with or without cause by the Owner effective the end of any calendar month with not less than thirty (30) days written notice to the Agent. The Owner shall inform the City and CHFA in writing before the termination notice is issued, and the City and CHFA shall have the right to approve or disapprove the termination. (d) This Agreement may be terminated with or without cause by the Agent effective the end of any calendar month with not less than sixty (60) days written notice to the Owner, the City and CHFA. (e) In the event that a petition in bankruptcy is filed by or against one of the Principal Parties, or one of the Principal Parties seeks relief under any of the chapters of the Federal Bankruptcy Act, or in the event that one of the Principal Parties makes an assignment for the benefit of creditors (whether by common law assignment or pursuant to specific provisions 19:MGMTAGR.EHI (12/18/89) 2