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or more of the general partners of the Borrower) (the "City Right of First Refusal ") to acquire the <br />Property if Borrower desires to transfer the Property to an entity which is not affiliated with one <br />or more of Borrower's general partners. The City Right of First Refusal shall be in form and <br />substance acceptable to the City and shall comply with all applicable Tax Credit requirements. <br />10. Accelerated Loan Payment, <br />The full principal amount outstanding plus accrued but unpaid interest thereon, shall be <br />due 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; <br />unless: (i) in the case of a Sale in which the Sale Proceeds are insufficient to repay in full the <br />City Loan, the City approves such sale -and the purchaser assumes the balance of the City Loan <br />in accordance with the terms of this Note; or (ii) in the case of a Refinancing in which the <br />Refinancing Proceeds are insufficient to repay in Hill the City Loan, the City approves such <br />Refinancing and the Borrower remains obligated pursuant to the terns of this Note. <br />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 to Borrower <br />with respect to the Property, or <br />d. The date that is fifty five (55) years after the date of execution of this Note. On <br />that date, the City agrees to review the performance of the Property and consider in good faith <br />any reasonable request by Borrower to modify the terms or extend the Tern of this City Loan <br />Note, <br />11. Prepayment <br />Borrower may prepay the outstanding principal balance under this Note, in whole or in <br />part, together with any accrued but unpaid interest, if any, and other sums owed to the City under <br />this Note, if any, at any time without penalty. <br />12. Lawful Money. <br />Principal and interest are payable in lawful money of the United States of America. <br />13. Application of Payments, Late Charges. <br />a. Any payments received by the City pursuant to the terns hereof shall be <br />applied first to sums, other than principal and interest, due the City pursuant to this Note, next to <br />the payment of all interest accrued to the date of such payment, and the balance, if any, to the <br />payment of principal. <br />25C -75 <br />