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Note in the same manner as the Agency's Percentage of Residual Receipts as described in <br />Section S.c. <br />8. Loan Repayment from Sale Proceeds. <br />The Borrower shall make a loan payment, not to exceed the outstanding balance of principal <br />and interest on this Note, to the Agency from any Sale that occurs during the term of the Agency <br />Loan, to the extent of the Agency's Percentage of the Sale Proceeds, as follows: gross sale proceeds <br />are applied first to pay Closing Costs, next to pay in full the balance remaining on the Senior Loan; <br />next the Borrower shall pay to the Agency fifty percent (50%) of the total Sale Proceeds ("Agency's <br />Percentage of the Sale Proceeds"), not to exceed the outstanding amount of principal and interest due <br />on this Note. This fifty percent (50%) represents the total payment due under the Agency Note. The <br />remaining Sale Proceeds shall remain with Borrower. Such payment shall be due on the date of such <br />Sale, and shall be applied first to any accrued but unpaid interest, then to reduce the principal balance <br />of the Agency Loan. The Agency shall not be required to reconvey the lien of the Agency Loan <br />Deed of Trust if Sale Proceeds are insufficient to repay the Agency Loan in full. While any amounts <br />owing under the City/HOME Loan remain unpaid, the Agency's Percentage of the Sale Proceeds <br />shall be allocated between repayment of this Note and the City/HOME Loan Note in the same <br />manner as the Agency'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 Agency shall have the second right of refusal, subject to the tei~rns and conditions of Section <br />42(i)(7) of the Internal Revenue Code. <br />10. Accelerated 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 Agency Loan, <br />the Agency approves such sale and the purchaser assumes the balance of the Agency 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 Agency Loan, the Agency 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 Agency to Borrower with <br />respect to the Property; or <br />F-5 <br />DOC SO C/ 1475221 v5/200272-0004 <br />