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As used herein, "Partnership Agreement" means the Amended and Restated Limited Partnership Agreement of Santa Ana WBBB, LP, dated August 9, 2010, as it may be amended in accordance with the financing for the Project that is approved by the Executive Director pursuant to Section 311 of the Agreement. As used herein, "Residual Receipts" shall mean Annual Project Revenue for the Project less the sum of the following expenses listed in clauses (i) through (ix), below: (i) Operating Expenses; (ii) Debt Service; (iii) Deposits to the Capital Replacement Reserve; (iv) unpaid Tax Credit adjustment amounts, if any (after review and reasonable verification by the Executive Director of documents provided by Borrower showing propriety of such amounts and payments); (v) repayment of loans, if any, made by the limited partner(s) of Borrower, including interest at the Applicable Federal Rate (the propriety of any such loans must be reasonably verified by the Executive Director); (vi) property management fee for the Project which remains unpaid after payment of Operating Expenses, if any; (vii) Deferred Developer Fee for the Project which remains unpaid, if any, including interest at the Applicable Federal Rate, if applicable; (viii) Repayment of outstanding development and operating loans, if any, made by the administrative and/or managing general partners and/or the Guarantors to the Project, including interest at the Applicable Federal Rate (the obligation to make any such loans pursuant to the terms of the Partnership Agreement must be reasonably verified by the Executive Director); (ix) Capital contributions to the Project, if any, made by the general partners or managing member, as applicable, of Borrower that were used to pay the Developer Fee. 5. Security. This Note is secured by an Agency Deed of Trust and Assignment of Rents ("Deed of Trust") dated as of the same date as this Note and recorded against the property in the official records of Orange County, California. 6. Nonrecourse. This Note shall constitute a nonrecourse obligation of Borrower. Neither Borrower, nor any of its partners (general or limited) shall have any personal liability for payment or performance of this Note. In the event of a default hereunder, the Agency's sole recourse shall be to proceed against the collateral described in the Deed of Trust. 7. Waivers a. Borrower expressly agrees that this Note or any payment hereunder may be extended from time to time at the Agency's sole discretion and that the Agency may accept security F-4 DOCSOC/ 1469583 v5/200272-0003