BLP PARTNERSHIP LOAN AGREEMENT 9-1-2005

to the extent that the Surplus Cash is insufficient to pay the City Loan Payment, the unpaid portion shall be added to the total amount of the City Loan Payment in the following year and shall continue to accrue until paid in full or forgiven pursuant to 2.3(b)(iv). Any unpaid portion of a City Loan Payment that is added to one or more subsequent City Loan Payments shall not bear interest. The City Loan Payment and any accrued amounts shall be paid before any payments are made pursuant to Section 2.3(b)(i)(6) or(7); provided, however that payments owed under Section 2.3(b)(i)(6) shall accrue as provided below. (5) To the extent that the Surplus Cash is insufficient to pay the Asset Management Fee in any given year, the unpaid portion shall be added to the total amount of Asset Management Fee owed in the following year and shall continue to accrue until paid in full. The Asset Management Fee for each particular year and any accrued amounts shall be paid before any payments are made pursuant to Section 2.3(b)(i)(7). (6) To the extent that the Surplus Cash is insufficient to pay the Management Incentive Bonus in any given year, the unpaid portion shall not accrue. (iii) City Payments. The Borrower shall provide the City with any documentation reasonably requested by the City to substantiate the Borrower's determination of Surplus Cash. Payments, if any, shall be delivered within one hundred eighty (180) days of the end of the fiscal year along with the audited financial statement required pursuant to Section 4.2. (iv) Forgiveness of Principal and Interest. Subject to the Default provisions of Article 5, at the end of the Term, any interest owed in connection with the City Loan that has not yet been paid by Borrower pursuant to this Section shall be forgiven, and in such event the Note shall be cancelled and returned to Borrower. (c) Affordability Reserve. In any given year, to the extent there is Surplus Cash remaining after payments are made in accordance with Section 2.3(b), eighty percent (80%) of such remaining Surplus Cash shall be deposited into an affordability reserve for the Project, which reserve is described in more detail in Section 2.4 of the Regulatory Agreement. (d) Loan in Excess of Three Hundred Thousand Dollars. Borrower shall notify the City in the event the Borrower makes a contribution to the Project (other than the Three Hundred Thousand Dollars ($300,000) developer fee that may be deferred) that exceeds Three Hundred Thousand Dollars ($300,000). Borrower shall also notify the City in the event any contributions or loans made to Borrower by a parent or affiliate of Borrower and related to the Project exceed Three Hundred Thousand Dollars ($300,000). (e) Net Proceeds of Financing. In the event that any portion of the City Loan has not been used pay the costs of acquisition and development of the Project (including but not limited to the funding of reserves) such funds shall be used by Borrower to repay the HELP Loan. 7 144V105\217525.16