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loss is not recovered pursuant to such foregoing provisions. A certificate of the City setting forth <br />the basis for the determination of the amounts necessary to indemnify the City in respect of such <br />expenses or direct loss, submitted to Borrower by the City, shall be conclusive and binding for <br />all purposes except as immediately corrected by Borrower notice to City. <br />12. Security <br />This Note is secured by the recorded City Deed of Trust. <br />13. Acceleration by Reason of Transfer or Financing. <br />a. In order to induce City to make the loan evidenced hereby, Borrower <br />agrees that in the event of any transfer of the Property without the prior written consent of City <br />(other than a transfer resulting from a foreclosure, or conveyance by deed in lieu of foreclosure, <br />by the holder of the Senior Loan Deed of Trust), City shall have the absolute right at its option, <br />without prior demand or notice, to declare all sums secured hereby immediately due and payable. <br />Consent to one such transaction shall not be deemed to be a waiver of the right to require consent <br />to future or successive transactions. City may grant or deny such consent in its sole discretion <br />and, if consent should be given, any such transfer shall be subject to this Section 13, and any <br />such transferee shall assume all obligations hereunder and agree to be bound by all provisions <br />contained herein. Such assumption shall not, however, release Borrower from any liability <br />thereunder without the prior written consent of City. <br />b. As used herein, "transfer" includes the Sale, agreement to sell, transfer or <br />conveyance of the Property, or any portion thereof or interest therein, whether voluntary, <br />involuntary, by operation of law or otherwise, the execution of any installment land sale contract <br />or similar instrument affecting all or a portion of the Property, or the lease of all or substantially <br />all of the Property. 'Transfer' shall not include the leasing of individual residential units on the <br />Property, so long as Borrower complies with the provisions of the Loan Agreement and the <br />Affordability Covenants and Restrictions relating to such leasing activity, nor shall it include a <br />conveyance of the Property to a limited partnership in which Borrower is a general partner, or to <br />a corporation or limited liability company that is wholly owned by the Borrower or its affiliates <br />and that is formed for the sole purpose of owning and operating the Property, or the sale back to <br />the Borrower. In the event of any Refinancing or partial Refinancing in an amount in excess of <br />the balance of the Senior Loan, without the prior written consent of City (which consent City <br />may grant or deny in its sole discretion), then the entire outstanding balance of the City Loan <br />shall be repaid to the City at the time of each Refinancing or partial Refinancing. <br />c. Notwithstanding anything to the contrary contained herein, a "transfer" shall <br />not include (and it shall not be deemed a Sale) (i) a transfer of a general partner's interest in <br />Borrower when made in connection with the exercise by the Borrower's limited partner (the <br />"Limited Partner") of its rights upon a default by a general partner under the Borrower's <br />partnership agreement (the "Partnership Agreement") or upon a general partner's withdrawal in <br />violation of the Partnership Agreement, so long as the removal and substitution of the defaulting <br />general partner is made within thirty (30) days of such default or, if such removal and <br />