NORTH BROADWAY HOUSING PARTNERS LP

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(h) Any other expenses necessary to meet Senior Lender requirements and requirements of Borrower's Limited Partner, or its assignee, as set forth in the Partnership Agreement, including, without limitation, repayment of any loans to the Borrower by a partner or tax credit recapture or deficiency payments; (i) Deferred developer fees; and 0) The cost of social services and other housing supportive services provided at the Project consistent with the Developer's approved Application to TCAC for the Project. The Executive Director reserves the right to at any time review and approve each or any annual budget during the Term hereof, and any changes to any said annual budget reasonably requested by Director shall be promptly implemented by Borrower. Notwithstanding the foregoing, in no event shall Operating Expenses include any costs, fees, fines, charges, penalties, awards, judgments or expenses (including, but not limited to legal and accounting fees and expenses) that are due to or arising out of the Borrower's: (a) breach or default of this Note, any Loan Document or any Senior Loan Document; (b) fraudulent acts or willful misconduct; or (c) breach or default under any other contract, lease or agreement pertaining to the Project. "Project" shall mean the possession of a leasehold interest and construction of the Property by Borrower pursuant to the Loan Agreement. "Property" shall mean the real property located at 1411 North Broadway, Santa Ana, California (APN 398-523-04) described in the City Deed of Trust. "Refinancing" shall mean changing the then existing financing on the Property by, without limitation, modifying final maturity date of an existing Senior Loan, increasing the stated maximum principal amount of an existing Senior Loan, paying off an existing Senior Loan in full and obtaining a new Senior Loan. "Refinancing Proceeds" shall be as set forth in Section 7 hereof. "Residual Receipts" shall mean the Gross Revenues from the Property, for each year, less deductions for Operating Expenses from the Property, applicable to each such year to the extent not already deducted as an Operating Expense. "Sale" shall mean any transfer, assignment, conveyance or lease (other than (a) to a tenant for occupancy, (b) a transaction set forth in Section 11.3 hereof, and (c) a Permitted Transfer as such term is defined in Section 9.13 of the Loan Agreement) of the Borrower's leasehold interest in the Property or any portion thereof, or any interest therein by the Borrower, and includes any transfer, assignment or sale of any partnership interest in the Borrower by an individual or entity which is a General Partner in the Borrower, or any interest by any individual or entity which holds an interest in any such General Partner in the Borrower, which brings the cumulative total of all such direct and indirect transfers, assignments and sales by a General Partner during the term of this Note to more than forty- WISEPlace Permanent Supportive Housing City HOME -ARP Loan Note