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(i) Operating Expenses; <br />(ii) Debt Service; <br />(iii) Reserve Deposits to the Capital Replacement Reserve; <br />(iv) Borrower paid Expenses, including without limitation, an asset <br />management or similar fee paid to the Borrower's investor limited partner or its affiliate in amounts <br />not to exceed $5,000 per year escalating at 3% annually (provided, however, such fee shall only be <br />payable during the fifteen (I5) -year compliance period as described in Section 42(i)(1) of the Code) <br />and a partnership management fee or similar fee paid to the managing general partner of Borrower in <br />amounts not to exceed $25,000 per year escalating at 3% annually; <br />(v) Unpaid Tax Credit adjustment amounts, if any (after review and <br />reasonable verification by City Manager of documents provided by Borrower showing propriety of <br />such amounts and payments); <br />(vi) Repayment of loans, if any, made by the limited partner(s) of <br />Borrower, including interest at the Applicable Federal Rate (the propriety of any such loans must be <br />reasonably verified by City Manager); <br />(vii) Property management fee for the Project which remains unpaid after <br />payment of Operating Expenses, if any; <br />(viii) Deferred Developer Fee for the Project which remains unpaid, if any, <br />including interest at the Applicable Federal Rate, if applicable; <br />(ix) Repayment of outstanding development and operating loans, if any, <br />made by the administrative and /or managing general partners and /or the Guarantors to the Project, <br />including interest at the Applicable Federal Rate (the propriety of any such loans pursuant to the <br />terms of the Partnership Agreement must be reasonably verified by City Manager); and <br />(x) Capital contributions to the Project, if any, made by the general <br />partners or managing member, as applicable, of Borrower that were used to pay the Borrower Fee. <br />5. Security. This Note is secured by a Deed of Trust (the "Deed of Trust ") dated as of <br />the same date as this Note. <br />6. Nonrecourse. This Note shall constitute a nonrecourse obligation of Borrower. <br />Neither Borrower, nor any of its partners (general or limited) shall have any personal liability for <br />payment or performance of this Note. In the event of a default hereunder, the City's sole <br />recourse shall be to proceed against the collateral described in the Deed of Trust. <br />7. Waivers. <br />a. Borrower expressly agrees that this Note or any payment hereunder may be <br />extended from time to time at the City's sole discretion and that the City may accept security in <br />B -4 <br />1076\49\1 843311.2 <br />