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remain wfth the Borrower, with all ResidualAcecrpsrcnaining with Borrower onto all or the City Loans have been fully repaid. d. Burrower shrill retain fifty percent of the Residual Receipts The other fifty percent shall be divided with thirty -driw percent (331K) to be applied to the first NSP Loran elated October ` 013, thirty - three percent (331x) applied to the 1-TOME loan of current date herewith, and thirty -three percent (33%) applied to the second lkSP loan dated concurrently hermwith As Borrower repays its loans, the payment percentage applied to the remaining loans shall increase: c. The Rosidual Keecipts payment shall be made not later than one hundred fifty( t5o)'days after the close of the Calendar Year, Such payment shall be applied first to any late fees, then to reduce the principal balance of the loam 6. Loom Reriavtnent from Refinancing Proceeds. The, Bormwer staiIt make a loan payment to the City train every Refinancing that occurs during the term of this Note (othorthan refinancing of the conventional tender acquisition loan) not to exceed the outstanding bnlaricc or principal on this Note, to the extent of the City's Percentage of the Refinancing proceeds (if any), as follows: (he cash proceeds from such Refinancing shall be applied first to pay Closing Crusts; next, the amount necessaty to pay in Cull the balance remaining on the Senior Loan; next, the aaacuttt necessary to pay any deferred developer fee in full, and next, the Doi-rower shall pay to time City the City's Percentage of the Refinancing P rouc'ccis to the extent of the outstanding balance, on this Note, At least fifty percent {50%) of the Refinancing pooceWs, shrill remain with Borrower, with all remaining Refinancing proceeds remaining with the Developer to the extent Lite outstanding balance of the (dote has been fully paid. Such payment shall be tame on the date of sucli Refinancing, and shall be applied to r€`rJum the principal balance; of the Loan. The City shall not be rcaluircd to reconvey the lien of the Deed ofTrust if Refinancing Proceeds are insufficient to repay the Loan in full. Laaaa RMavment from .Sale Proceeds. The Borrower shall ma", a loan payment, not to exceed the outstanding balance of principal on this Note subject to Section 14 herein, to the City fiem any Sale that olccum during the terra of the City Loan, to the extent of the City's Percentage of the Sala Proceeds, as follows: gross sale proceeds are applied first to pay Closing Coasts, next to pay in full the balance remaining on (he Senior Lotus; next, the amount necessary to pay tiny deferred developer fee it) full', and next„ the Borrower shall pay to the City the City's Percentage of the total Sale Proceeds, not to exceed the outstanding amount of principal due on this Note. At least fifty percent (50 %) of the Sail: Proceeds shall remain with Borrower, with all ronio ring Salts proceeds remaining with the Develop" to the extent the Outstanding balance of the Note has been fully paid. Such payment shall be due on the date ofsuoh Sale, and shall be applied to reduce (lid principal balance of the Loan. The City shall not be required to reconvey the lieu of the Deed of Trust if Sale Proceeds are insufficient to repay the Loran in felt. H. Accelerated Loan Ps �ty neat" The full principal amount outstanding shall be due and payable on the earlier to occur of the £ollvwing: a. sale or Refinancing orthd Property as provided further in Section 13 lietoof; a076 +5 Y 1339384. t 25B -70