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(v) payments due on any deferred Developer Fees; <br />(vi) Any other expenses necessary to meet Senior Lender requirements and <br />requirements of Borrower's Limited Partner, or its assignee, as set forth in Borrower's Partnership <br />Agreement. <br />"Project" shall mean the acquisition, development, operation, maintenance, and <br />management of the Property as affordable housing by Borrower pursuant to the Agreement. <br />"Property" shall mean the real property located at 1600 Memory Lane, Santa Ana, <br />California, described in the City/HOME Loan Deed of Trust. <br />"Refinancing" shall mean changing the then existing financing on the Property by, without <br />limitation, modifying the interest rate and/or the term of the existing Senior Loan, increasing or <br />reducing the amount of the existing Senior Loan, paying off the existing Senior Loan and obtaining <br />new Senior Loan. <br />"Refinancing Proceeds" shall be disbursed as set forth in Section 7 hereof. <br />"Residual Receipts" shall mean the Gross Revenues fiom the Property for each year, less <br />deductions for Operating Expenses applicable to each such year less the items listed in the <br />Partnership Agreement in Section 5.1(a)(i)-(ix) to the extent not already deducted as an Operating <br />Expense. <br />"Sale" shall mean any transfer, assignment, conveyance or lease (other than to a tenant for <br />occupancy) of the Property or any portion thereof, or any interest therein by the Borrower, and <br />includes any transfer, assignment or sale of any partnership interest in the Borrower by an individual <br />or entity which is a general or limited partner in the Borrower, or any interest by any individual or <br />entity which holds an interest in any such general or limited partner in the Borrower, which brings <br />the cumulative total of all such direct and indirect transfers, assignments and sales during the term of <br />this Note to more than thirty-five percent (35%) of the ownership interests in the Borrower, and any <br />such transfer, assignment or sale of a direct or indirect partnership interest thereafter. Sale includes a <br />sale in condemnation or under threat thereof. Sale does not include dedications and grants of <br />easements to public and private utility companies of the kind customary in real estate development. <br />"Sale Proceeds" shall mean the proceeds received by Borrower in connection with any Sale. <br />"Senior Loan" shall mean the senior loan being made by , <br />concurrent to the City/HOME Loan for payment of a portion of the Construction costs incurred by <br />Vista Del Rio relating to the Project, as approved by the Executive Directors, and shall include any <br />subsequent loan that refinances the initial Senior Loan. <br />"Term" the term for repayment of this Note shall mean fifty-five (55) years from the date of <br />this Note. <br />3. City/HOME Loan Repayment. <br />Borrower shall make payments to the City as provided in Sections 5 (Residual Receipts), 7 <br />(Refinancing Proceeds), 8 (Sale Proceeds) and 10 (Accelerated Loan Repayment). <br />D-3 <br />DOCSOC/ 1475221 v5/200272-0004 <br />