05 - JOINT PH - Vista Del Rio DDA

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4. Reserved. 5. Annual Loan Renavment. a. Borrower shall make a loan payment to the Agency annually, in the amount of the lesser of the outstanding balance due under this Note or the Agency's Percentage of Residual Receipts, as provided in this Section 5. b. Within one hundred twenty (120) days after the close of the initial Calendar Year following the year the Project is placed-in-service and on or before the 120th day of each Calendar Year thereafter, the Borrower shall submit to the Agency audited financial statements, including a detailed statement of Gross Revenues and Operating Expenses attributable to the Property for the applicable Calendar Year, along with a computation of the amount of the Residual Receipts applicable to such Calendar Year with which to make a Agency Loan payment then due. c. The Borrower shall pay to the Agency seventy-five percent (75%) of the Residual Receipts ("Agency's Percentage of Residual Receipts") as payment of principal and interest under the Agency Loan. The remaining twenty five percent (25%) of the Residual Receipts shall remain with the Borrower. Pursuant to the Loan Agreement, the Borrower has also received a loan of HOME Program funds from the City in the original principal amount of $1,500,000 ("City/HOME Loan"). The Agency's Percentage of Residual Receipts for each year shall be applied to repay the amounts owing under this Note and the amounts owing under the City/HOME Loan, as follows: 76% of the Agency's Percentage of Residual Receipts will be applied to repay the City/HOME Loan and 24% of the Agency's Percentage of Residual Receipts will be applied to repay amounts owing under this Note. Upon repayment in full of all amounts owing under the City/HOME Loan, the entire Agency's Percentage of Residual Receipts shall be allocated to repayment of the amounts owing hereunder in accordance with Section 13.a. hereof. d. The Residual Receipts payment shall be made not later than one hundred fifty (150) days after the close of the Calendar Year. 6. Reserved. 7. Loan Renavment from Refinancing Proceeds. The Borrower shall make a loan payment to the Agency from every Refinancing that occurs during the term of this Note not to exceed the outstanding balance of principal and interest on this Note, to the extent of the Agency's Percentage of the Refinancing Proceeds (if any), as follows: the cash proceeds from such Refinancing shall be applied first to pay Closing Costs; next, the amount necessary to pay in full the balance remaining on the Senior Loan; next, the Borrower shall pay to the Agency fifty percent (50%) of the Refinancing Proceeds ("Agency's Percentage of the Refinancing Proceeds") to the extent of the outstanding balance on this Note. The remaining Refinancing proceeds shall remain with Borrower. Such payment shall be due on the date of such Refinancing, and shall be applied first to any accrued but unpaid interest, then to reduce the principal balance of the Agency Loan. The Agency shall not be required to reconvey the lien of the Agency Loan Deed of Trust if Refinancing Proceeds are insufficient to repay the Agency Loan in full. While any amounts owing under the City/HOME Loan remain unpaid, the Agency's Percentage of the Refinancing Proceeds shall be allocated between repayment of this Note and the City/HOME Loan F-4 DOCSOC/1475221 v5/200272-0004