Agmt 2009 Alameda Housing Associates LP

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of Trust; depreciation, amortization, depletion and other non-cash expenses; expenses paid for with disbursements from any reserve account; distributions to limited partners (except as permitted pursuant to Section 1.2.3); any amount paid to Borrower, any general partner of Borrower, or any entity controlled by the persons or entities in control of Borrower or any general partner of Borrower. Notwithstanding the foregoing limitation regarding payments to Borrower and related parties, the following fees shall be included in Annual Operating Expenses in accordance with the limitations set forth in Section 1.2.3 above even if paid to Borrower, an affiliate of Borrower or a partner of Borrower: fees paid to a property management agent, resident services or social service agent, partnership management fees, developer fees, asset management fees, and subject to Section 1.2.5, repayment of cash advances by the partnership or the partners to cover operating expense deficits or emergency cash needs of the Project or to cover other expenses permitted pursuant to Section 1.2.3. 1.2.5 ADJUSTMENT TO OPERATING EXPENSES. Notwithstanding anything to the contrary set forth herein, for the purpose of calculating Surplus Cash, Annual Operating Expenses shall include: (a) the repayment of operating deficit loans provided by Borrower's limited partner(s) provided however, interest payable on such loans may be included in Annual Operating Expenses only in an amount equivalent to the lesser of (i) interest accrued at the actual interest rate charged for the loan, or (ii) interest accrued at a rate equal to three percent (3%) in excess of the rate of interest most recently announced by Bank of America, NT & SA (or its successor bank) at its San Francisco office as its "prime rate", and (b) the amount of any tax credit adjustor that is required to be paid from Project cash flow. 1.3 COST SAVINGS. Within ten (10) business days after Borrower's receipt of its limited partner(s)' capital contribution following the issuance of the IRS Form 8609 for the Project, Borrower shall pay to the Agency as a reduction of the outstanding principal balance of this Note, cone-time payment in the amount of Fifty Percent (50°I°) of Excess Proceeds. "Excess Proceeds" shall mean the sum of all sources of financing received by Borrower for acquisition, construction and permanent financing of the Property and the Project, less the sum of actual uses as shown on the final cost certificate for the Project. For purposes of calculating Excess Proceeds: (i) Borrower shall be entitled to pay any unpaid portion of the developer fee due in accordance with the Financing Plan approved by Agency as set forth in the OPA; and (ii) the operating reserve shall be funded in an amount equal to six (6) month's projected operating expenses as shown on the Project pro forma approved pursuant to the OPA, or such amount as required by the holder of an Approved Senior Loan. Interest earned on the foregoing reserve shall become a part of such reserve and used only for the purpose for which such reserve is established. The Agency agrees to consider reasonable requests for modification to this Section 1.3 for the purpose of ensuring the economic feasibility of the Project and/or an increase in Project affordability. 1.4 DUE ON SALE. The entire unpaid principal balance and all interest and other sums accrued hereunder shall be due and payable upon the Transfer (as defined in Section 6.2 of the OPA) absent Agency consent, of all or any part of the Project or the Property or any interest therein other than a Transfer permitted without Agency consent ]180323-G 4