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I <br />2 <br />3 <br />4 <br />5 <br />6 <br />J7 <br />8 <br />0 <br />.1 <br />2 <br />3 <br />14 <br />.5 <br />6 <br />17 <br />.8 <br />19 <br />?0 <br />?1 <br />'3 <br />'4 <br />?6 <br />'7 <br />'8 <br />'9 <br />i0 <br />51 <br />12 <br />Recipient: City of Santa Ana, Calisornia_ Grant Number: "B-b4-AA-Ub-061:)kP) <br />Continuation Sheet -^-Exhibit E ' <br />REQUIRED ADDITIONAL PROVISIONS APPLICABLE TO UDAG INTERIM AND PERMANENT LOANS. <br />(cc) Secures: The UDAG Loan shall be secured by a deed of trust <br />or mortgage in favor of Recipient upon all land, buildings, fixtures, equipment and <br />other assets of the Developer comprising Project Site A and Project Element A. The <br />security position of the Recipient may be subordinated to the first mortgage <br />5 <br />security interest of the Underwriters in an amount not to exceed $6,000,000 plus <br />further advances by the Underwriters which are invested in the Project and are <br />required for its completion. <br />The deed of trust or mortgage shall also contain standard provisions to <br />protect the interest of the second mortgagee, including, for example, a provision <br />that a default under the first mortgage which could permit a foreclosure by the <br />first mortgagee shall constitute a default under the second mortgage and the unpaid <br />principal balance and interest of the UDAG Loan shall become immediately due and <br />payable. <br />To the extent permitted by law, all of the personal property described in the <br />mortgage shall be deemed to be fixtures and part of the real property. As to any <br />part of such personal property not deemed or permitted by law to be fixtures, the <br />mortgage shall constitute a security agreement under the Uniform Commercial Code. <br />(dd) Participation in Sale or Refinancing Developer shall pay to <br />Recipient 15% of the Net Proceeds from any sale or disposition in whole or part of <br />Project Site A and/or Project Element A or from any syndication or refinancing, <br />except refinancing allowed pursuant to a call and/or takeout provision in the first <br />mortgage. <br />"Net Proceeds" shall be defined as all proceeds received less (1) repayment of <br />the first mortgage (not to exceed $4,980,000). (2) repayment of the UDAG Loan, (3) <br />Developers documented reasonable costs of sale or refinancing, and (4) repayment <br />of documented Developer equity contributed to Project Element A and a 12% preferred <br />return on Developer equity. Any sale, partial sale, or refinancing shall not cause <br />the percent contingent interest/participation of Net Annual Cash Flow described in <br />subparagraph (v) above, to be discontinued. <br />EXHIBIT E. <br />Page 4 of 22 <br />