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including, without limitation, repayment of any loans to the Borrower by a partner or tax <br />credit recapture or deficiency payments; <br />(h). Deferred developer fees; and <br />(i) A social services administrative fee; <br />Director reserves the right to at any time review and approve each or any annual <br />budget. during the Term hereof, and .any changes to any said annual budget reasonably <br />requested by Director shall be promptly implemented by Borrower. Notwithstanding the <br />foregoing, in no event shall Operating Expenses include any costs, fees, fines, charges, <br />penalties, awards, judgments or expenses (including, but not limited to legal and <br />accounting fees and expenses) that are due to or arising out of the Borrower's: (a) breach <br />or default of this Loan, any Loan Document or any Senior Loan Document; (b) fraudulent <br />acts or willful misconduct; or (c) breach or default under any other contract, lease or <br />agreement pertaining to the Project. <br />"Project" shall mean the acquisition and construction of the Property by Borrower <br />pursuant to the Loan Agreement. <br />"Property" shall mean the real property located at 1126, 1136 and 1146 East <br />Washington Avenue, Santa Ana, California described in the City Deed of Trust. <br />"Refinancing" shall mean changing the then existing financing on the Property <br />by, without limitation, modifying final maturity date of the existing Senior Loan, increasing <br />the stated maximum principal amount of the existing Senior Loan, paying off the existing <br />Senior Loan in full and obtaining new Senior Loan. <br />"Refinancing Proceeds" shall be as set forth in Section 7 hereof. <br />"Residual Receipts" shall mean the Gross Revenues from the Property, for each <br />year; less deductions for Operating Expenses from the Property, applicable to each such. <br />year to the extent not already deducted as an Operating Expense. <br />"Sale" shall mean any transfer, assignment, conveyance or lease (other than to a <br />tenant for occupancy or a transaction set forth in Section 11.3 hereof and Permitted <br />Transfers as such term is defined in the Loan Agreement) of the Borrower's leasehold <br />interest in 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 <br />individual or entity which is a general partner in the Borrower, or any interest by any <br />individual or entity which holds an interest in any such general partner in the Borrower, <br />which brings the cumulative total of all such direct and indirect transfers, assignments and <br />sales by a general partner during the term of this Note to more than forty-nine percent <br />(49%) of the ownership interests in the Borrower, and any such transfer, assignment or sale <br />of a direct or indirect general partnership interest thereafter. Sale includes a sale in <br />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 <br />4 <br />The Crossroads at Washington <br />City NSP Loan Note <br />