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Recipient: City of Santa Ana, California Grant Number: B-84 AA-06-0615(P) <br />Continuation Sheet ---Exhibit E Amendment i-1 <br />01 <br />(ee) Sale/Refinancing: The entire balance of the outstanding <br />02 principal of the UDAG Loan, and all accrued unpaid interest thereon, shall become <br />0immediatelydand <br />ue payable either upon the bankruptcy, reorganization, <br />04 syndication, dissolution or liquidation of the Developer, or upon the sale, partial <br />05 06 sale, refinancing, exchange, transfer, sale under foreclosure, of other disposition <br />of Project Site A, improvements and/or capital equipment situated thereon. <br />-07 <br />(ff) Guarantee: The completion of the Non -Recipient Activities <br />08 <br />09 pertaining to Developer shall be unconditionally and irrevocably guaranteed by <br />Developer,and the Guarantors. <br />10 <br />1.1 (gg) Prepayment: Prepayment may occur at any time after the fourth <br />(4th) UDAG Permanent Loan year, provided Developer pays the full amount of the UDAG <br />12 <br />ti Loan plus any accrued interest and the Developer buys out the Recipient's <br />1¢ participation, if any, in Project Element A by establishing a fair market value of <br />15 Project Site A and Project Element A as determined by two MAI appraisers (one <br />16 selected by Recipient) and pay to Recipient 15% of the net value thereof. <br />17 "Net Value" shall be defined as the fair market value of Project Site A and <br />- <br />1B Project Element A less: (1) repayment of the first mortgage (not to exceed <br />19 $4,980,000), (2) repayment of the UDAG Loan, (3) reasonable settlement costs to <br />20 Developer which would arise from a hypothetical sale thereof based upon a sales <br />21 price equal to the aforesaid fair market value thereof, and (4) repayment of <br />22 documented equity contributed by Developer to Project Element A and a 12% preferred <br />23 return on Developer's equity. <br />24 (hh) Excess Syndication Proceeds: Recipient shall be entitled to <br />25 receive 80% of the excess syndication proceeds from the development. <br />25 "Excess Syndication Proceeds" is defined as the sum of the net syndication <br />27 proceeds either owed to or received by the general partner(s) from the limited <br />28 partner investors) that results in a surplus of receipts not needed or required to <br />�9 complete the development of Project Element A and which is in excess of the cash <br />equity requirement called for under Paragraph I(d) of Exhibit C to this Grant <br />31 Agreement. <br />1 <br />32 <br />EXHIBIT E Page 5 of 22 <br />