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Such payment shall be due within 30 days of the date of such Refinancing or <br />Syndication, and shall be applied first to any accrued but unpaid interest, then to reduce <br />the principal balance of the City Loan. The City shall not be required to reconvey the lien <br />of the City Deed of Trust if Net Refinancing/Net Syndication Proceeds are insufficient to <br />repay the City Loan in full. <br />8. LOAN REPAYMENT FROM SALE PROCEEDS. <br />The Borrower shall make a payment, not to exceed (i) the outstanding balance of <br />principal and interest on this Note to the City from any approved sale or disposition of the <br />leasehold interest as set forth in the Ground Lease that occurs during the term of the City <br />Loan, to the extent of the City's Percentage of the Sale Proceeds, as follows. The Sale <br />Proceeds shall be calculated as follows: gross sale proceeds are applied first to pay Closing <br />Costs, next to pay in full all amounts owing on any approved Senior Loan; next to pay any <br />deferred developer fee, next the Borrower shall pay to the City the City's Percentage of the <br />then remaining unapplied Sale Proceeds, not to exceed the outstanding balance of principal <br />and interest on this Note. Such payment shall be due on the date of such Sale, and shall be <br />applied first to any accrued but unpaid interest, then to reduce the principal balance of the <br />City Loan. The City shall not be required to reconvey the lien of the City Deed of Trust if <br />Sale Proceeds are insufficient to repay the City Loan in full. <br />9. RIGHT OF FIRST REFUSAL. <br />The Borrower shall grant to the City a right of first refusal (subject to any purchase <br />option and/or right for first refusal granted to one or more of the General Partner(s) of the <br />Borrower and any rights of the Tax Credit Investor under the Partnership Agreement) (the <br />"City Right of First Refusal") to acquire the leasehold interest in the Property if Borrower <br />desires to transfer the Borrower's interest in the Property to an entity that is not affiliated <br />with one or more of Borrower's General Partners or any member of the Managing General <br />Partner. The City Right of First Refusal shall be in form and substance reasonably <br />acceptable to the City, shall comply with all applicable Tax Credit requirements (including, <br />without limitation, Section 42(i)(7) of the Internal Revenue Code, as amended) and shall, <br />at minimum, include that the purchase price will not be less than the amount of any bona <br />fide third party offer received by Borrower. The City Right of First Refusal is hereby <br />subordinated to the Senior Loan Deed of Trust and the other Senior Loan Documents. <br />Senior Lender is hereby made a third party beneficiary of the immediately preceding <br />sentence, and such sentence shall not be amended or deleted without Senior Lender's prior <br />written consent. <br />10. ACCELERATED LOAN PAYMENT. <br />The full principal amount outstanding plus accrued but unpaid interest thereon, <br />shall be due and payable on the earlier to occur of the following: <br />(a) Sale or Refinancing of the Property as provided further in Section <br />15 hereof; unless: (i) in the case of a Sale in which the City's Percentage of the Sale <br />WISEPIace Permanent Supportive Housing <br />City HOME -ARP Loan Note <br />