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not be required to reconvey the lien of the City Deed of Trust if Net Refinancing/Net <br />Syndication Proceeds are insufficient to 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; plus (ii) the amount of unpaid Agency Base Rent as <br />outlined in the Ground Lease, to the City/Agency from any approved Sale of the leasehold <br />interest that occurs during the term of the City Loan or the Ground Lease, to the extent of <br />the City's Percentage (23.71%) of the Sale Proceeds, as follows. The Sale Proceeds shall <br />be calculated as follows: gross sale proceeds are applied first to pay Closing Costs, next to <br />pay in full all amounts owing on the Senior Loan; next the Borrower shall pay to the City <br />the City's Percentage of the then remaining unapplied Sale Proceeds, not to exceed (i) the <br />outstanding balance of principal and interest on this Note; plus (ii) the amount of unpaid <br />Agency Base Rent as outlined in the Ground Lease. Such payment shall be due on the date <br />of such Sale, and shall be applied at the City's sole discretion to either: (i) first to any <br />accrued but unpaid interest, then to reduce the principal balance of the City Loan; or (ii) to <br />the unpaid amount of Agency Base Rent as outlined in the Ground Lease. The City shall <br />not be required to reconvey the lien of the City Deed of Trust if Sale Proceeds are <br />insufficient to repay the City Loan in full. <br />9. BUY OUT OPTION. <br />Prior to the initial disbursement under this Note, the Borrower shall grant to the <br />City a right of first refusal (subject to any purchase option and/or right for first refusal <br />granted to one or more of the General Partner(s) of the Borrower and any rights of the <br />investor limited partner of Borrower under the Partnership Agreement) (the "City Right of <br />First Refusal") to acquire the leasehold interest in the Property if Borrower desires to <br />transfer the Property to an entity that is not affiliated with one or more of Borrower's <br />general partners. The City Right of First Refusal shall be in form and substance acceptable <br />to the City, shall comply with all applicable Tax Credit requirements and shall, at <br />minimum, include that the purchase price will not be less than the amount of any bona fide <br />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, and <br />in any event, the City Right of First Refusal shall automatically terminate, without any <br />further action by Borrower, the City or any other party upon the initial. disbursement under <br />this Note. Senior Lender is hereby made a third party beneficiary of the immediately <br />preceding sentence, and such sentence shall not be amended or deleted without Senior <br />Lender's prior 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 />The Crossroads at Washington <br />City NSP Loan Note <br />