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Agency Loan Note in the same manner as the City's Percentage of Residual Receipts as described in <br />Section S.c. <br />8. City/HOME Loan Renavment from Sale Proceeds. <br />The Borrower shall make aCity/HOME Loan payment, not to exceed the outstanding <br />balance of principal and interest on this Note, to the City from any Sale that occurs during the term of <br />the City/HOME Loan, to the extent of the City's Percentage of the Sale Proceeds, as follows: gross <br />sale proceeds are applied first to pay Closing Costs, next to pay in full the balance remaining on the <br />Senior Loan; next the Borrower shall pay to the City fifty percent (50%) of the total Sale Proceeds <br />("City's Percentage of the Sale Proceeds"), not to exceed the outstanding amount of principal and <br />interest due on this Note. This fifty percent (50%) represents the total payment due under the City <br />Note. The remaining Sale Proceeds shall remain with Borrower. Such payment shall be due on the <br />date of such Sale, and shall be applied first to any accrued but unpaid interest, then to reduce the <br />principal balance of the City/HOME Loan. The City shall not be required to reconvey the lien of the <br />City/HOME Deed of Trust if Sale Proceeds are insufficient to repay the City/HOME Loan in full. <br />While any amounts owing under the Agency Loan remain unpaid, the City's Percentage of the Sale <br />Proceeds shall be allocated between repayment of this Note and the Agency Loan Note in the same <br />manner as the City's Percentage of Residual Receipts as described in Section S.c. <br />9. Buy Out Option. <br />In the event that there is a decision to sell the Property, the Managing General Partner of <br />Borrower shall be given the first right of refusal or the General Partners may exercise the purchase <br />option pursuant to the Borrower's Partnership Agreement (and any amendments thereto). If neither <br />of these options or the right of first refusal are exercised by the General Partners of Borrower, then <br />the City shall have the second right of refusal, subject to the terms and conditions of Section 42(i)(7) <br />of the Internal Revenue Code. <br />10. Accelerated City/HOME Loan Payment. <br />The full principal amount outstanding plus accrued but unpaid interest thereon, shall be due <br />and payable on the earlier to occur of the following: <br />a. Sale or Refinancing of the Property as provided further in Section 15 hereof; unless: <br />(i) in the case of a Sale in which the Sale Proceeds are insufficient to repay in full the City/HOME <br />Loan, the City approves such sale and the purchaser assumes the balance of the City/HOME Loan in <br />accordance with the terms of this Note; or (ii) in the case of a Refinancing in which the Refinancing <br />Proceeds are insufficient to repay in full the City/HOME Loan, the City approves such Refinancing <br />and the Borrower remains obligated pursuant to the terms of this Note; <br />b. In event of default pursuant to any of the Loan Documents or the Senior Loan <br />Documents; <br />c. Any default by Borrower as to any other loan or loans by City or Agency to Borrower <br />with respect to the Property; or <br />D-5 <br />DOCSOC/1475221 v5/200272-0004 <br />