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nine percent (49%) of the ownership interests in the Borrower, and any such transfer, <br />assignment or sale of a direct or indirect general partnership interest thereafter. Sale <br />includes a sale in condemnation or under threat thereof. Sale does not include dedications <br />and grants of easements to public and private utility companies of the kind customary in <br />real estate development, nor transfers of Limited Partnership interests or transfers of <br />General Partner interests caused by the removal of the General Partner pursuant to the <br />terms of the Partnership Agreement. <br />"Sale Proceeds" shall be as set forth in Section 8 hereof. <br />"Senior Loan" shall mean the senior loan being made by Bank of America, N.A., <br />concurrent to the City Loan for payment of a portion of the construction costs, and shall <br />include any other loan recorded senior in priority to this City Loan as approved by the City. <br />"Syndication" shall mean the application for and obtaining by Developer or any <br />successor or assign of Developer of a new allocation of federal and/or state low income <br />housing tax credits for the Project; this term excludes the reservation of Tax Credits for <br />this Project described and defined as part of the original financing of the Project under the <br />Loan Agreement. <br />"Term" the term for repayment of this Note shall mean fifty-five (55) years from <br />the Certificate of Completion. <br />3. LOAN REPAYMENT. <br />Borrower shall make payments to the City as provided in Sections 5 (Residual <br />Receipts), 7 (Refinancing Proceeds), 8 (Sale Proceeds) and 10 (Accelerated Loan <br />Repayment). <br />4. OPERATING CAPITAL IMPROVEMENT LOAN. <br />If the replacement reserve account ("reserves") is depleted due to unforeseen <br />repairs and the General Partner(s) makes a loan to the Borrower, the reserves must be fully <br />funded to the balance of the reserve prior to disbursement for such unforeseen repairs prior <br />to repayment of said loan. Such loan shall be repaid with net cash flow prior to the Residual <br />Receipt split. The outstanding loan balance will be reflected in the annual report. <br />5. ANNUAL LOAN REPAYMENT. <br />5.1. After any deferred developer fee has been paid, as set forth hereinabove, the <br />Borrower shall thereafter make a loan payment to the City annually, in the amount of the <br />lesser of the outstanding balance due under this Note, plus any accrued interest thereon, or <br />the City's Percentage of the Residual Receipts, as provided in this Section 5. <br />5.2. Within one hundred twenty (120) days after the year in which the <br />construction of the Project is completed, and on or before the 120th day of each Calendar <br />Year thereafter, the Borrower shall submit to the City a detailed statement of Gross <br />5 <br />W ISEPIace Pennanent Supportive Housing <br />City HOME -ARP Loan Note <br />