WASHINGTON SANTA ANA HOUSING PARTNERS, L.P

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and 12.76% of the Residual Receipts to the Orange County Housing Finance Trust. The remaining amount of the Residual Receipts shall remain with the Borrower to be used by Borrower in accordance with the terms of the Partnership Agreement, including, without limitation, for distribution to the partners of the Borrower. 5.4. The Residual Receipts payment shall be made not later than one hundred fifty (150) days alter the close of the Calendar Year. Such payment shall be applied first to the payment of all expenses, charges, costs and fees incurred by or. payable to City by Borrower pursuant to the terms of the Loan Documents; second to any accrued but unpaid interest, if any; and third, to reduce the principal balance of the City Loan, Notwithstanding anything to the contrary contained herein, after the occurrence and during the continuation of an Event of. Default (as such term is defined in the Loan Agreement), all amounts received by City from any party shall be applied in such order as City, in its sole discretion, may elect. 6. RESERVED. 7. LOAN REPAYMENT FROM NET REFINANCING PROCEEDS/NET SYNDICATION PROCEEDS. The Borrower shall make a payment to the City or Agency from every approved Refinancing or Syndication that occurs during the term of this Note and the term of the Ground Lease, not to exceed (i) the outstanding balance of principal and interest on this Note; plus (ii) the amount of unpaid Agency Base Rent as outlined in the Ground Lease, to the extent of the City's Percentage (23.71%) of the Net Refinancing Proceeds / Net Syndication Proceeds (if any). The "Net Refinancing Proceeds" shall be defined as the proceeds from the refinancing of any loan approved by the Ground Lessor as stipulated in the Ground Lease, net of all of the following: the amount of the financing which is satisfied out of such proceeds, closing costs, costs to rehabilitate the Project, including the costs necessary to obtain refinancing proceeds (such as consultant, legal and other consultant costs), payment of outstanding deferred developer fee, the soft costs related to the rehabilitation of the Project (such as architecture, engineering and other consultant costs, and all required relocation costs), and all.hard costs of the rehabilitation, all of which have been reviewed and reasonably approved by the Ground Lessor. The "Net Syndication Proceeds" shall be defined as the syndication proceeds net of final Project hard and soft construction costs, including developer fee, based on a cost certification completed at the end of construction, and syndication costs all of which has been reviewed and reasonably approved by the Ground Lessor. Such payment shall be due within 30 days of the date of such Refinancing or Syndication, and shall be applied at the City's sole discretion to either: (i) first to any accrued but unpaid interest, then to reduce the principal balance of the City Loan; or (ii) to the unpaid amount of Agency Base Rent as outlined in the Ground Lease. The City shall 'the Crossroads at Washington City NSP Loan Note