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EXHIBIT 3 <br />demand, any expense or loss which it may sustain or incur as a result of the failure by Borrower <br />to pay when due any installment of interest and/or principal, fees, or other amounts payable to <br />the City under this Note or any other Loan Document, to the extent that any such expense or loss <br />is not recovered pursuant to such foregoing provisions. A certificate of the City setting forth the <br />basis for the determination of the amounts necessary to indemnify the City in respect of such <br />expenses or direct loss, submitted to Borrower by the City, shall be conclusive and binding for <br />all purposes except as immediately corrected by Borrower notice to City. <br />14. Securi <br />This Note is secured by the City Deed of Trust. <br />15. Acceleration by Reason of Transfer or Financing. <br />a. In order to induce City to make the loan evidenced hereby, Borrower agrees that <br />in the event of any transfer of the Property without the prior written consent of City <br />(other than a transfer resulting from a foreclosure, or conveyance by deed in lieu of <br />foreclosure, by the holder of the Senior Loan Deed of Trust), City shall have the <br />absolute right at its option, upon at least 30 days' prior written notice to Borrower, to <br />declare all sums secured hereby immediately due and payable. Such consent will not <br />be unreasonably withheld. Consent to one such transaction shall not be deemed to be <br />a waiver of the right to require consent to future or successive transactions. City may <br />grant or deny such consent in its reasonable discretion and, if consent should be <br />given, any such transfer shall be subject to this Section 12, and any such transferee <br />shall assume all obligations hereunder and agree to be bound by all provisions <br />contained herein. Such assumption shall release Borrower from all liability <br />thereunder from and after the date of such assumption. <br />b. As used herein, "transfer" includes the Sale, agreement to sell, transfer or <br />conveyance of the Property, or any portion thereof or interest therein, whether voluntary, <br />involuntary, by operation of law or otherwise, the execution of any installment land sale contract <br />or similar instrument affecting all or a portion of the Property, or the lease of all or substantially <br />all of the Property. "Transfer' shall not include the leasing of individual residential units on the <br />Property, so long as Borrower complies with the provisions of the Loan Agreement and the <br />Affordable Housing Restrictions relating to such leasing activity, nor shall it include a <br />conveyance of the Property to a limited partnership in which the general partner of Borrower or <br />an affiliate is a general partner, or to a corporation that is wholly owned by the Borrower and that <br />is formed for the sole purpose of owning and operating the Property, or the sale back to the <br />Borrower. In the event of any Refinancing or partial Refinancing in an amount in excess of the <br />balance of the Senior Loan, without the prior written consent of City (which consent City may <br />grant or deny in its sole discretion), then the entire outstanding balance of the City Loan together <br />with all accrued and unpaid interest, shall be repaid to the City at the time of each Refinancing or <br />partial Refinancing. <br />9 <br />80A-115 <br />