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substitution cannot reasonably be completed within thirty (30) days, so long as the Limited <br />Partner commences to take action to remove and substitute the general partner with a reasonable <br />period and thereafter diligently proceeds to complete such substitution; (ii) any transfer of the <br />Property to the managing general partner of Borrower pursuant to the right of first refusal or to <br />the general partners of Borrower pursuant to the purchase option, as provided for in the <br />Partnership Agreement; (iii) any transfer of the Limited Partner's interest in connection with a <br />default by the Limited Partner under and in accordance with the Partnership Agreement; and (iv) <br />any sale, transfer or other disposition of an interest in a limited partner of the Borrower. <br />14. Event of Default. <br />Subject to the provisions of Sections 23 hereof, the occurrence of any of the following <br />shall be deemed to be an event of default ("Event of Default") hereunder: (a) failure by Borrower <br />to make any payments provided for herein, and if such default is not made good within five (5) <br />days of the due date; (b) failure by Borrower to perform any covenant or agreement in the City <br />Deed of Trust, the Agreement, or the Affordability Covenants and Restrictions within thirty (30) <br />days after written demand therefor by City (or, in the event that more than thirty (30) days is <br />reasonably required to cure such default, should Borrower fail to promptly commence such cure, <br />and diligently and continuously prosecute same to completion); or (c) a default under the Senior <br />Loan Deed of Trust that remains uncured after the cure period, if any, provided therein. <br />15. 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 duly 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 shall bear <br />interest at the Bank of America reference rate on the due date of the delinquent payment plus <br />four percent (4%). No delay or omission on the part of the City in exercising any right under this <br />Note or under any of the other Loan Documents shall operate as a waiver of such right. <br />16. Attorneys' Fees. <br />If this City Promissory Note is not paid when due or if any Event of Default occurs, <br />Borrower promises to pay all costs of enforcement and collection, including but not limited to, <br />reasonable attorneys' fees, whether or not any action or proceeding is brought to enforce the <br />provisions hereof. <br />9 <br />