NORTH BROADWAY HOUSING PARTNERS LP

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determination of the amounts necessary to indemnify the City in respect of such expenses or direct loss, submitted to Borrower by the City, shall be conclusive and binding for all purposes except as corrected by Borrower notice to City within ten (10) days of receipt of such certificate from City. 14. SECURITY. This Note is secured by the City Deed of Trust. 15. ACCELERATION BY REASON OF TRANSFER OR FINANCING 15.1. In order to induce City to make the City Loan evidenced hereby, Borrower agrees that in the event of any transfer of the leasehold interest in the Property without the prior written consent of City (other than a Permitted Transfer as defined in Section 9.13 of the Loan Agreement, or a transfer resulting from a foreclosure, or conveyance by deed in lieu of foreclosure, by the holder of the Senior Loan Deed of Trust), City shall have the absolute right at its option, upon at least 30 days' prior written notice to Borrower, to declare all sums secured hereby immediately due and payable. Where consent is required, consent to one such transaction shall not be deemed to be a waiver of the right to require consent to future or successive transactions. City may grant or deny such consent in its sole and absolute discretion and, if consent should be given, any such transfer shall be subject to this Section 15, and any such transferee shall assume all obligations hereunder and agree to be bound by all provisions contained herein. Such assumption shall release Borrower from all liability thereunder from and after the date of such assumption. 15.2. As used herein, "transfer" includes the Sale, agreement to sell, transfer or conveyance of the leasehold interest in the Property, or any portion thereof or interest therein, whether voluntary, involuntary, by operation of law or otherwise, the execution of any installment land sale contract or similar instrument affecting all or a portion of the Property, or the lease of all or substantially all of the Property. 'Transfer' shall not include the leasing of individual residential units on the Property, so long as Borrower complies with the provisions of the Loan Agreement and the affordable housing restrictions relating to such leasing activity, nor shall it include a conveyance of the Property to a limited partnership in which a General Partner of Borrower or an affiliate of a General Partner of Borrower is a general partner, or to a corporation that is wholly owned by the Borrower or a General Partner of Borrower or an affiliate of the General Partner of Borrower and that is formed for the sole purpose of owning and operating the Property, or the sale back to the Borrower. In the event of any Refinancing or partial Refinancing in an amount which results in Net Refinancing Proceeds, without the prior written consent of City (which consent City may grant or deny in its sole discretion), then the entire outstanding balance of the City Loan together with all accrued and unpaid interest, shall be repaid to the City at the time of each such Refinancing or partial Refinancing. 15.3. For the avoidance of doubt, a "transfer" shall not include (i) a transfer of any General Partner's interest in Borrower when made in connection with the exercise by the Limited Partner of its rights upon a default by a General Partner under the Partnership Agreement or upon a General Partner's withdrawal in violation of the Partnership 9 WISEPlace Permanent Suppoilive Housing City HOME -ARP Loan Notc