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3/30/11 <br />b. In event of default (subject to any applicable notice and cure provisions) <br />pursuant to any of the Loan Documents or the Senior Loan Documents. <br />C. Any default (subject to any applicable notice and cure provisions by <br />Borrower as to any other loan or loans by City to Borrower with respect to the Property; <br />or <br />d. The date that is fifty-five (55) years after the date of the certificate of <br />occupancy, as issued by the City of Santa Ana. On that date, the City agrees to review <br />the performance of the Property and consider in good faith any reasonable request by <br />Borrower to modify the terms or extend the Term of this City Loan Note. <br />9. Prepayment <br />Borrower may prepay the outstanding principal balance under this Note, in whole <br />or in part, at any time without penalty, however the Affordability Covenants and <br />Restrictions still remain for the entire Affordability Period of fifty-five (55) years. <br />10. Acceleration by Reason of Transfer or Financing. <br />a. In order to induce City to make the loan evidenced hereby, Borrower <br />agrees that in the event of any transfer of the Property without the prior written consent of <br />City (other than a transfer resulting from a foreclosure, or conveyance by deed in lieu of <br />foreclosure, by the holder of the Senior Loan Deed of Trust), City shall have the absolute <br />right at its option, without prior demand or notice, to declare all sums secured hereby <br />immediately due and payable. Consent to one such transaction shall not be deemed to be <br />a waiver of the right to require consent to future or successive transactions. City may <br />grant or deny such consent in its sole discretion and, if consent should be given, any such <br />transfer shall be subject to this Section, and any such transferee shall assume all <br />obligations hereunder and agree to be bound by all provisions contained herein. Such <br />assumption shall not, however, release Borrower from any liability thereunder without <br />the prior written consent of City. <br />b. As used herein, "transfer" includes the Sale, agreement to sell, transfer or <br />conveyance of the Property, or any portion thereof or interest therein, whether voluntary, <br />involuntary, by operation of law or otherwise, the execution of any installment land sale <br />contract or similar instrument affecting all or a portion of the Property, or the lease of all <br />or substantially all of the Property. 'Transfer' shall not include the leasing of individual <br />residential units on the Property, so long as Borrower complies with the provisions of the <br />Loan Agreement and the Affordability Covenants and Restrictions relating to such <br />leasing activity, nor shall it include a conveyance of the Property to a limited partnership <br />in which Borrower is a general partner, or to a corporation or limited liability company <br />that is wholly owned by the Borrower or its affiliates and that is formed for the sole <br />purpose of owning and operating the Property, or the sale back to the Borrower. In the <br />event of any Refinancing or partial Refinancing in an amount in excess of the balance of <br />the Senior Loan, without the prior written consent of City (which consent City may grant <br />Page 5 of 14 <br />Exhibit 2 <br />25E-9