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3.6 Loan Repayment from Sale Proceeds. The Developer shall make a loan payment, not to exceed the outstanding balance of principal on the City Promissory Note to the City from any Sale that occurs during the term of the City Loan, to the extent of the City's percentage of the Sale proceeds, as follows: gross sale proceeds are applied first to pay Closing Costs, next to pay in full the balance remaining on the Senior Loan; next, the amount necessary to pay any deferred developer fee in full, and next, the Developer shall pay to the City the City's percentage of the remaining sale proceeds, not to exceed the outstanding amount of principal due on this City Promissory Note. At least fifty percent (50%) of the Sale proceeds shall remain with Developer, with all remaining Sale proceeds remaining with the Developer to the extent the outstanding balance of the City Promissory Note has been fully paid. Such payment shall be due on the date of such Sale, and shall be applied to reduce the principal balance of the City Loan. The City shall not be required to reconvey the lien of the Deed of Trust if Sale proceeds are insufficient to repay the City Loan in full. 3.7 Accelerated Loan Payment. The full principal amount outstanding shall be due and payable on the earlier to occur of the following: a. Sale or Refinancing of the Property as provided herein; unless: (i) in the case of a Sale in which the Sale Proceeds are insufficient to repay in full the City Loan, the City approves such sale and the purchaser assumes the balance of the City Loan in accordance with the terms of the City Promissory Note; or (ii) in the case of a Refinancing in which the Refinancing Proceeds are insufficient to repay in full the City Loan, the City approves such Refinancing and the Developer remains obligated pursuant to the terms of this City Promissory Note; or b. In event of default (subject to any applicable notice and cure provisions) pursuant to any of the City Loan Documents or the Senior Loan Documents; or c. Any default (subject to any applicable notice and cure provisions by Developer as to any other loan or loans by City to Developer with respect to the Property; or d. The date that is fifty-five (55) years after the date of the Certificate of Completion, is issued by the City of Santa Ana. On that date, the City agrees to review the performance of the Property and consider in good faith any reasonable request by Developer to modify the terms or extend the Term of the City Promissory Note. 3.8 Prepayment Developer may prepay the outstanding principal balance under the City Promissory Note, in whole or in part, at any time without penalty, however the Affordability Restrictions on Transfer of Property still remain for the entire Affordability Period of fifty-five (55) years. 3.9 Acceleration by Reason of Transfer or Financing. a. In order to induce City to make the loan evidenced hereby, Developer agrees that in the event of any transfer of the Property without the prior written consent of City (other than a transfer resulting from a foreclosure, or conveyance by deed in lieu of foreclosure, 10 80A-66