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3/30/11 <br />or deny in its sole discretion), then the entire outstanding balance of the City Loan shall <br />be repaid to the City at the time of each Refinancing or partial Refinancing. <br />c. Notwithstanding anything to the contrary contained herein, a <br />"transfer" shall not include (and it shall not be deemed a Sale) (i) a transfer of a general <br />partner's interest in Borrower when made in connection with the exercise by the <br />Borrower's limited partner (the "Limited Partner") of its rights upon a default by a <br />general partner under the Borrower's partnership agreement (the "Partnership <br />Agreement") or upon a general partner's withdrawal in violation of the Partnership <br />Agreement, so long as the removal and substitution of the defaulting general partner is <br />made within thirty (30) days of such default or, if such removal and substitution cannot <br />reasonably be completed within thirty (30) days, so long as the Limited Partner <br />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 <br />the Property to the managing general partner of Borrower pursuant to the right of first <br />refusal or to the general partners of Borrower pursuant to the purchase option, as <br />provided for in the Partnership Agreement; (iii) any transfer of the Limited Partner's <br />interest in connection with a default by the Limited Partner under and in accordance with <br />the Partnership Agreement; and (iv) any sale, transfer or other disposition of an interest in <br />a limited partner of the Borrower. <br />11. Event of Default. <br />Subject to the provisions of Sections 14 hereof, the occurrence of any of the <br />following shall be deemed to be an event of default ("Event of Default") hereunder: (a) <br />failure by Borrower to make any payments provided for herein, and if such default is not <br />made good within five (5) days of the due date; (b) failure by Borrower to perform any <br />covenant or agreement in the City Deed of Trust, this Agreement, or the Affordability <br />Covenants and Restrictions within thirty (30) days after written demand therefor by City <br />(or, in the event that more than thirty (30) days is reasonably required to cure such <br />default, should Borrower fail to promptly commence such cure, and diligently and <br />continuously prosecute same to completion); or (c) a default under the Senior Loan Deed <br />of Trust that remains uncured after the cure period, if any, provided therein. <br />12. Notice of Default. <br />a. Subject to the applicable cure periods set forth in Section 14 and subject to the <br />further provisions of this Section, failure or delay by the Borrower to perform any term or <br />provision of this Agreement constitutes a default under this Agreement. The Borrower <br />must immediately commence to cure, correct, or remedy such failure or delay and shall <br />complete such cure, correction or remedy with reasonable diligence. <br />b. The City shall give written notice of default to the Borrower specifying the <br />default complained of by the City. Delay in giving such notice shall not constitute a <br />waiver of any default nor shall it change the time of default. <br />Page 6 of 14 <br />Exhibit 2 <br />25E-10