25B - AGMT - LOAN MOD WITH DEPOT AT SANTIAGO

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(i) Operating Expenses; (ii) Debt Service; (iii) Reserve Deposits to the Capital Replacement Reserve; (iv) Borrower paid Expenses, including without limitation, an asset management or similar fee paid to the Borrower's investor limited partner or its affiliate in amounts not to exceed $5,000 per year escalating at 3% amntally (provided, however, such fee shall only be payable during the fifteen (15) -year compliance period as described in Section 42(i)(1) of the Code) and a partnership management fee or similar fee paid to the managing general partner of Borrower in amounts not to exceed $25,000 per year escalating at 3% annually; (v) Unpaid Tax Credit adjustment amounts, if any (after review and reasonable verification by City Manager of documents provided by Borrower showing propriety of such amounts and payments); (vi) 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 City Manager); (vii) Property management fee for the Project which remains unpaid after payment of Operating Expenses, if any; (viii) Deferred Developer Fee for the Project which remains unpaid, if any, including interest at the Applicable Federal Rate, if applicable; (ix) 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 propriety of any such loans pursuant to the terms of the Partnership Agreement must be reasonably verified by City Manager); and (x) 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 Borrower Fee. 5. Security. This Note is secured by a Deed of Trust (the "Deed of Trust ") dated as of the same date as this Note. 6. Nonrecourse. This Note shall constitute a nonrecourse obligation of Borrower. Neither Borrower, not 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 City's sole recourse shall be to proceed against the collateral described in the Deed of Trust. Waivers. a. Borrower expressly agrees that this Note or any payment hereunder may be extended from time to time at the City's sole discretion and that the City may accept security in B -4 1076 \49 \18433112 25B -15