25H - AGMT - AFFORDABLE HOUSING 2151 E 1ST ST

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owwtrng and opewaatin,g the Property, or the salt's back to the t3'nrTower. In the event ur any Refinancing eau pwarial Refinancing in an amount in excess of the balance of the Senior loan, without the prior Written Consent cal City (which conse'r]:t. City may grant or deny rra its, scale di.wretlart), thClw the CalfirC k' UBtaanding balance of the City Lan together with all accrued and Unpaid 1nterust, shall be repaid id to the City at the time, of each Refinancing or partnat Refinancing. c. Notwiths�ttanding, anything to the cxmt.rary contained herein, a 'twarl.,6cr" wll.ial[ not include (i,) a transfer of any general par olar's interest in Borrower when (bade wra connection . With the cxurcrw fay the Ba;nrowvew's limited partner (the "Limited Partner") ofits rights Capon a defardl. by a gelleual partner under the Borrower 's partnership agreement (tile "Partnership Agreement") or upon a general partner's withdrawal in violation of the Partnership Agreement, so long as the rurnoval and sral7Stituhaara OF the deftuultlang general partner is (made within thirty (30) clays ol'such def'auh err, if such renmovaf and substitution cannot reasonably be completed within t:hurtty (30) days, sea Clang as the Limited. Partner commences to take action to remove and substitute the generat partner with at ruascaraabte perinea and thereafter dingently proceeds to complete such substitution; (n) any transfer off the; Property to the managing general partner of Borrower pcaosuarlt to tfac right of first refusal ar to the general partners, of Borrower pursuant to the purchase option, as provided filr in the Partner d up Agreement,; (iii) arty transfer of the Limited Partner's interest in aceordance with fhe Partnership Agreement; and (ire) any sane, transfer- or other disposition ol'an interust ill ,a limited partner of the Borrower. 16, Event of Default. Subject to the provisions of Sections 23 tuaaf 25 hereof, the occurrence of any of die following sh,atl be cleerned to be an event of'defaau It ( "Event of Default") here-Linder: (it) I`;aihne by Borrower to make any payments provided for herein, and if such de inept ws not rnade good w i fuin Eve (5) days Of the dare (late; (la) fiailure by Borrower to perfibran any covealant or agreement ill the Deed of'Ta utit, the t.uwan Agreement, or the Affbrdabwlity Resfrictions on'Fraonsler of Property within thirty (30) ¢lays after written demand thurefarr by City (ear, ill the event that more than thirty (:30) days is reasonably required to cure such definit, should Borrower fail to promptly cornnncnac such eta °c, and diligently tan(] curjntiaatuously prosecute same to corrnpletion)„ or (c) a dufault under the Senior Loan Deed ol" Frust that renami:ns uncured alter the cure period, if any, provi(]ed thereon, 17. Remedies. Upon the occurrence of awl L eunt of DCtault, alter any applicable notice has been prornlad and the expiration of any applicable cure period therefore, City may deelarc. all wuulls evidence(] hereby inuancduartCly due ;wild payable by delivery to the Trustee named In the City Decd ofTrust sCeturirag this Note, and to Borrower, written declaration of defruwlt and demand for sale, and written notice of detiuult and of election to cause the Property to be sold, which notice Truske whafl eau. ,e to he duly filed for record and City may lbreclose on the City L)ecct o,['Trust. City shall aatso deposit with `I- 'rustec the Deed of "N''rwm, this Note and at] docuurrCntw uuidcnchmg expenditures ;secured thereby and evidenced hereby. Upon the occurrence of am I went ol'Default (and sera long as such l'vent of h)efauaalt shall continue), the entire halance of' principal together a 25H -74