Item 21 - Affordable Housing Project at 1108 N. Harbor Blvd

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4 Agreement of Limited Partnership (the “Partnership Agreement”), including, without limitation, repayment of any loans to the Borrower by a partner or tax credit recapture o r deficiency payments. (vii) Deferred Developer Fees. (viii) A social services administrative fee. "Project" shall mean the acquisition and rehabilitation of the Property by Borrower pursuant to the Loan Agreement. "Property" shall mean the real property located at 1108 N Harbor Blvd, Santa Ana, California described in the City Deed of Trust. "Refinancing" shall mean changing the then existing financing on the Property by, without limitation, modifying final maturity date of an existing Senior Loan, increasing the stated maximum principal amount of an existing Senior Loan, paying off an existing Senior Loan in full and obtaining a new Senior Loan. "Refinancing Proceeds" shall be disbursed as set forth in Section 7 hereof. "Residual Receipts" shall mean the Gross Revenues from the Property, for each year, less deductions for Operating Expenses from the Property, applicable to each such year to the extent not already deducted as an Operating Expense. "Sale" shall mean any transfer, assignment, conveyance or lease (other than to a tenant for occupancy or a transaction set forth in Section 15(c) hereof) of the Property or any portion thereof, or any interest therein by the Borrower, and includes any transfer, assignment or sale of any partnership interest in the Borrower by an individual or entity which is a general partner in the Borrower, or any interest by any individual or entity which holds an interest in any such general partner in the Borrower, which brings the cumulative total of all such direct and indirect transfers, assignments and sales during the term of this Note to more than forty-nine percent (49%) of the ownership interests in the Borrower, and any such transfer, assignment or sale of a direct or indirect partnership interest thereafter. Sale includes a sale in condemnation or under threat thereof. Sale does not include dedications and grants of easements to public and private utility companies of the kind customary in real estate development, nor transfers of Limited Partnership interests or transfers of General Partner interests caused by the removal of the General Partner pursuant to the terms of the Partnership Agreement. "Sale Proceeds" shall be disbursed as set forth in Section 8 hereof. "Senior Loan" shall mean (i) the senior loan made by JPMorgan Chase Bank, N.A. (the “Chase Loan”), prior to the City Loan for payment of a portion of the Acquisition and Rehabilitation Costs, and (ii) the senior loan from the Veteran Homelessness Prevention Program (the “VHHP Loan”) that will be made at permanent loan conversion by the Department of EXHIBIT 3