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foregoing provisions. A certificate of the Successor Agency setting forth the basis for the determination of the amounts necessary to indemnify the Successor Agency in respect of such expenses or direct loss, submitted to Borrower by the Successor Agency, shall be conclusive and binding for all purposes except as immediately corrected by Borrower notice to Successor Agency. 14. Securi This Note is secured by the Agency Loan Deed of Trust. 15. Acceleration by Reason of Transfer or Financine. a. In order to induce Successor Agency to make the loan evidenced hereby, Borrower agrees that in the event of any Transfer (defined in Section 16.2 of the Loan Agreement) of the Property without the prior written consent of Successor Agency (other than a Transfer resulting from a foreclosure by, or conveyance by deed in lieu of foreclosure to, by the holder of the Senior Loan Deed of Trust), Successor Agency shall have the absolute right at its option, without prior demand or notice, to declare all sums secured hereby immediately due and payable. Consent to one such transaction shall not be deemed to be a waiver of the right to require consent to future or successive transactions. Successor Agency may grant or deny such consent in its sole discretion and, if consent should be given, any such Transfer shall be subject to this Section 15, and any such Transferee shall assume all obligations hereunder and agree to be bound by all provisions contained herein. Such assumption shall not, however, release Borrower from any liability thereunder without the prior written consent of Successor Agency. b. In the event of any Refinancing or partial Refinancing in an amount in excess of the balance of the Senior Loan, without the prior written consent of Successor Agency (which consent Successor Agency may grant or deny in its sole discretion), then the entire outstanding balance of the Agency Loan together with all accrued and unpaid interest, shall be repaid to the Successor Agency at the time of each Refinancing or partial Refinancing. C. Notwithstanding anything to the contrary contained herein, a "Transfer" shall not include a Permitted Transfer as set forth in Section 16.2.2 of the Loan Agreement. 16. Event of Default. Subject to the provisions of Sections 23 and 25 hereof, the occurrence of any of the following shall be deemed to be an event of default ( "Event of Default ") hereunder: (a) failure by Borrower to make any payments provided for herein, if such default is not cured within fifteen (15) calendar days of the due date; (b) failure by Borrower to perform any covenant or agreement in the Deed of Trust, the Agreement, or the Affordability Restrictions within thirty (30) days after written demand therefor by Successor Agency (or, in the event that more than thirty (30) days is reasonably required to cure such default, should Borrower fail to promptly commence such cure, and diligently and continuously prosecute same to completion); or (c) a default under the Senior Loan Deed of Trust that remains uncured after the cure period, if any, provided therein. 17. Remedies. Upon the occurrence of an Event of Default, after any applicable notice has been provided and the expiration of any applicable cure period therefore, Successor Agency may declare all sums F -7 D OC S O C/ 1 475221 x 10 /200272 -0004