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in the distributed property in proportion to their interests in <br /> the Partnership; and (iii) the termination of the Partnership <br /> for Federal income tax purposes pursuant to Section 708(b)(1)(B) <br /> of the Code. <br /> Ground Lease. That certain amended and restated ground <br /> lease dated November 15, 1989 between the City as lessor and Eden <br /> as lessee which has been assigned to the Partnership pursuant to <br /> the Assignment and Assumption Agreement dated October 31, 1989. <br /> Investor Note. A recourse non interest bearing note <br /> contributed by the Limited Partner to the Partnership. <br /> Limited Partner. Chevron U.S.A., Inc., a Pennsylvania <br /> corporation or any other Person who is admitted as Limited <br /> Partner of the Partnership as shown on the books and records of <br /> the Partnership as a substituted Limited Partner at the time of <br /> reference thereto. <br /> Losses. The meaning set forth in Section 6. <br /> Low Income Housing Credits. The tax credits allowable <br /> under Section 42 of the Code and under Section 23610.5 of the <br /> California Code, for qualified low income housing projects. <br /> Majority Vote. The affirmative vote or written consent of <br /> Limited Partners collectively holding more than fifty percent of <br /> the Percentage Interests held by all of the Limited Partners. <br /> Mortgages. All of the Partnership liabilities secured by <br /> deeds of trust, mortgages, contracts of sale or security <br /> agreements on the Development. <br /> Operating Deficit Funding Agreement. That certaih <br /> agreement for the benefit of the Partnership, of even date <br /> -6- <br />