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unless: (i) in the case of a Sale in which the Sale Proceeds are insufficient to repay in full the City Loan, <br />the City approves such sale and the purchaser assumes the balance of the City Loan in accordance with <br />the terms of this Note; or (ii) in the case of a Refinancing in which the Refinancing Proceeds are <br />insufficient to repay in full the City Loan, the City approves such Refinancing and the Borrower remains <br />obligated pursuant to the terms of this Note. <br />b. In event of default (subject to any applicable notice and cure provisions) pursuant to any <br />of the Loan Documents or the Senior Loan Documents. <br />c. Any default (subject to any applicable notice and cure provisions by Borrower as to any <br />other loan or loans by City to Borrower 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 any <br />reasonable request by Borrower to modify the terms or extend the Term of this City Note. <br />9. Prepayment <br />Borrower may prepay the outstanding principal balance under this Note, in whole or in part, at <br />any time without penalty, however the Affordability Restrictions on Transfer of Property still remain for <br />the entire Affordability Period of fifty -five (55) years. <br />10. Lawful Monev. <br />Principal is payable in lawful money of the United States of America. <br />11. Application of Payments; Late Charles. <br />a. Any payments received by the City pursuant to the terms hereof shall be applied <br />first to sums, other than principal, due the City pursuant to this Note, and the balance, if any, to the <br />payment of principal. <br />b. If any payment is not received by the City within fifteen (15) Business Days after Developer's <br />receipt of written notice that such payment was not received when due, then in addition to the remedies <br />conferred upon the City pursuant to this Note and the other Loan Documents, (i) a late charge of four <br />percent (4 %) of the amount due and unpaid will be added to the delinquent amount to compensate the <br />City for the expense of handling the delinquency and (ii) the amount due and unpaid, excluding the late <br />charge, shall bear interest at the highest annual rate which may lawfully be charged and collected under <br />applicable law on the obligation evidenced by this Note, computed from the date on which the amount <br />was due and payable until paid. Without prejudice to the rights of the City hereunder or under any of the <br />other Loan Documents, Borrower shall indemnify the City against, and shall pay the City on demand, any <br />expense or loss which it may sustain or incur as a result of the failure by Borrower to pay when due any <br />installment of principal, fees, or other amounts payable to the City under this Note or any other Loan <br />Document, to the extent that any such expense or loss is not recovered pursuant to such foregoing <br />provisions. A certificate of the City setting forth the basis for the determination of the amounts necessary <br />to indemnify the City in respect of such expenses or direct loss, submitted to Borrower by the City, shall <br />be conclusive and binding for all purposes except as immediately corrected by Borrower notice to City. <br />1076A5311389384.1 6 <br />