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Refinancing or partial Refinancing in an amount in excess of the balance of the Senior Loan, <br />without the prior written consent of City (which consent City may grant or deny in its sole <br />discretion), then the entire outstanding balance of the City Loan together with all accrued and <br />unpaid interest, shall be repaid to the City at the time of each Refinancing or partial Refinancing. <br />c. Notwithstanding anything to the contrary contained herein, a "transfer" shall <br />not include (i) a transfer of any general partner's interest in Borrower when made in connection <br />with the exercise by the Borrower's limited partner (the "Limited Partner ") of its rights upon a <br />default by a general partner under the Borrower's partnership agreement (the "Partnership <br />Agreement ") or upon a general partner's withdrawal in violation of the Partnership Agreement, <br />so long as the removal and substitution of the defaulting general partner is made within thirty <br />(30) days of such default or, if such removal and substitution cannot reasonably be completed <br />within thirty (30) days, so long as the Limited Partner commences to take action to remove and <br />substitute the general partner with a reasonable period and thereafter diligently proceeds to <br />complete such substitution; (ii) any transfer of the Property to the managing general partner of <br />Borrower pursuant to the right of first refusal or to the general partners of Borrower pursuant to <br />the purchase option, as provided for in the Partnership Agreement; (iii) any transfer of the <br />Limited Partner's interest in accordance with the Partnership Agreement; and (iv) any sale, <br />transfer or other disposition of an interest in a limited partner of the Borrower. <br />16. Event of Default. <br />Subject to the provisions of Sections 23 and 25 hereof, the occurrence of any of the <br />following shall be deemed to be an event of default ( "Event of Default ") hereunder: (a) failure by <br />Borrower to make any payments provided for herein, and if such default is not made good within <br />five (S) days of the due date; (b) failure by Borrower to perform any covenant or agreement in <br />the Deed of Trust, the Loan Agreement, or the Affordability Restrictions on Transfer of Property <br />within thirty (30) days after written demand therefor by City (or, in the event that more than <br />thirty (30) days is reasonably required to cure such default, should Borrower fail to promptly <br />commence such cure, and diligently and continuously prosecute same to completion); or (c) a <br />default under the Senior Loan Deed of Trust that remains uncured after the cure period, if any, <br />provided therein. <br />17. Remedies. <br />Upon the occurrence of an Event of Default, after any applicable notice has been <br />provided and the expiration of any applicable cure period therefore, City may declare all sums <br />evidenced hereby immediately due and payable by delivery to the Trustee named in the City <br />Deed of Trust securing this Note, and to Borrower, written declaration of default and demand for <br />sale, and written notice of default and of election to cause the Property to be sold, which notice <br />Trustee shall cause to be duty filed for record and City may foreclose on the City Deed of Trust. <br />City shall also deposit with Trustee the Deed of Trust, this Note and all documents evidencing <br />expenditures secured thereby and evidenced hereby. Upon the occurrence of an Event of Default <br />(and so long as such Event of Default shall continue), the entire balance of principal together <br />with all accrued interest shall bear interest at the reference rate on the <br />25C -77 <br />