07 120312 SA HA WASHINGTON Pl BLA - Attach 3

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which the Guaranty terminates in accordance with its terms (or the date upon which all of the Guaranties have terminated in accordance with their terms, if more than one Guaranty was executed by such Guarantor) and the Borrower replaces such Guarantor with a person or entity satisfying the Funding Lender's mortgage credit standards for principals and acceptable to the Funding Lender in its sole and absolute discretion within thirty (30) days after notice thereof from the Funding Lender, and further provided that any such judgment, levy, writ, warrant, attachment or similar process against the Managing General Partner shall not constitute an Event of Default if the Managing General Partner is replaced. with a substitute non-profit Managing General Partner that satisfies the requirements of Section 21 of the Security Instrument and is acceptable to Funding Lender in its sole anal absolute discretion within thirty (30) days after novice thereof from Funding Lender; (o) the inability of Borrower to satisfy any condition for the receipt of a Disbursement hereunder (other than an Event of Default specifically addressed in this Section 8.1) and failure to resolve the situation to the satisfaction of Funding Lender for a period in excess of thirty (30) days after Written Notice from Funding Lender unless (i) such inability shall have been caused by conditions beyond the control of Borrower, including, without limitation, acts of God or the elements, fire, strikes and disruption of shipping; (ii) Borrower shall have made adequate provision, acceptable to Funding Lender, for the protection of materials stored on-site or off-site and for the protection of the Improvements to the extent then constructed against deterioration and against other loss or damage or theft; (iii) Borrower shall furnish to Funding Lender satisfactory evidence that such cessation of construction or rehabilitation will not adversely affect or interfere with the rights of Borrower under labor and materials contracts or subcontracts relating to the construction or operation of the Improvements; and (iv) Borrower shall furnish to Funding Lender satisfactory evidence that the completion of the construction or rehabilitation of the Improvements can be accomplished by the Completion Date; (p) the construction or rehabilitation of the Improvements is abandoned or halted prior to completion for any period of thirty (30) consecutive days; (q) Borrower shall fail to keep in force and effect any material permit, license, consent or approval required under this Borrower Loan Agreement, or any Governmental Authority with jurisdiction over the Mortgaged Property or the Project orders or requires that construction or rehabilitation of the Improvements be stopped, in whole or in part, or that any required approval, license or permit be withdrawn or suspended, and the order, requirement, withdrawal or suspension remains in effect for a period of thirty (30) days; (r) failure by the Borrower to Substantially Complete the construction or rehabilitation, as the case maybe, of the Improvements in accordance with this Borrower Loan Agreement on or prior to the Substantial Completion Date; (s) failure by Borrower to complete the construction or rehabilitation, as the may be, of the Improvements in accordance with this Borrower Loan Agreement on or prior to the Completion Date; (t) failure by Borrower to satisfy the Conditions to Conversion on or before the Outside Conversion Date; (u) an "Event of Default" or "Default" (as defined in the applicable agreement) shall occur under any of the Subordinate Loan Documents, after the expiration of all applicable notice and cure periods; (v) A default shall occur under the IlZP Agreement or the IRP Use Agreement, after the expiration of all applicable notice and cure periods; or C:1UsersltadlDesktoplSanta Ana HA Washington Place 5 $ ,;;~~~.; BLA.doc DRAFT 1112$112 8:41AM