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2890662.3 14 <br />(iv) the occurrence of an Event of Default under this Agreement, the <br />Regulatory Agreement, any of the City Documents which remains uncured <br />beyond any applicable cure period. <br />4.7 Prepayment; Acceleration <br />(a) Prepayment. Developer shall have the right to prepay the Loan at any time and <br />from time to time, without penalty or premium, provided that any prepayment of principal must <br />be accompanied by interest accrued but unpaid to the date of prepayment. Prepayments shall be <br />applied first to accrued but unpaid interest and then to principal. Any such prepayment shall <br />have no effect upon Developer’s obligations under the Regulatory Agreement which shall <br />survive for the full term of the Regulatory Agreement. <br />(b) Due On Sale or Encumbrance. Unless City agrees otherwise in writing, the entire <br />unpaid principal balance and all interest and other sums accrued under the Note shall be due and <br />payable upon the Transfer (as defined in Section 7.2) absent the prior written consent of City of <br />all or any part of or interest in the Property except as otherwise permitted pursuant to this <br />Agreement. <br />4.8 Nonrecourse. Except as expressly provided in this Section 4.8, Developer shall <br />have no personal liability for payment of the principal of, or interest on the Note, and the sole <br />recourse of City with respect to the payment of the principal of, and interest on the Note shall be <br />to the Property and the Improvements and any other collateral held by City as security for the <br />Note; provided however, nothing contained in the foregoing limitation of liability shall: <br />(A) impair the enforcement against all such security for the Loan of all the rights <br />and remedies of the City under the Deed of Trust and any financing statements City files in <br />connection with the Loan, as each of the foregoing may be amended, modified, or restated from <br />time to time; <br />(B) impair the right of City to bring a foreclosure action, action for specific <br />performance or other appropriate action or proceeding to enable City to enforce and realize upon <br />the Deed of Trust, the interest in the Property and the Improvements created thereby and any <br />other collateral given to City in connection with the indebtedness evidenced by the Note, and to <br />name the Developer as party defendant in any such action; <br />(C) be deemed in any way to impair the right of the City to assert the unpaid <br />principal amount of the Loan as a demand for money within the meaning of Section 431.70 of <br />the California Code of Civil Procedure or any successor provision thereto; <br />(D) constitute a waiver of any right which City may have under any bankruptcy <br />law to file a claim for the full amount of the indebtedness owed to City under the Note or to <br />require that the Property and the Improvements shall continue to secure all of the indebtedness <br />owed to City in accordance with the Note and the Deed of Trust; or <br />(E) limit or restrict the ability of City to seek or obtain a judgment against <br />Developer to enforce against Developer to: <br />36