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Recipient: City of Santa Ana, California Grant Number: B-84-AA-06-0615(P) <br />• Amendment #1 <br />Continuation Sheet ---Exhibit E <br />01 part of such personal, property not deemed or permitted by law to be fixtures, the <br />02 mortgage shall constitute a security agreement under the Uniform Commercial Code. <br />03 (dd) Participation in Sale or Refinancing: Rangel shall pay to <br />04 Recipient five percent (5%) of the Net Proceeds from any sale or disposition in <br />05 whole or part of Project Site B and/or Project Element B or from any syndication or <br />Q6 refinancing, except refinancing allowed pursuant to a call and/or takeout provision <br />07 in the first mortgage. <br />08 "Net Proceeds" shall be defined as all proceeds received less (1) repayment of <br />09 the first mortgage (if applicable), (2) repayment of the UDAG Loan, (3) Rangel's <br />10 documented reasonable costs of sale or refinancing, and (4) repayment of documented <br />11 Rangel cash equity contributed to the construction of Project Element B and a <br />12 preferred return of 12% per annum. <br />73 -(ee) Sale/Refinancing: The entire balance of the outstanding <br />14 principal of the UDAG Loan, and all accrued unpaid interest thereon, shall become <br />15 immediately due and payable either upon the bankruptcy, reorganization, <br />16 syndication, dissolution or liquidation of Rangel, or upon the sale, partial sale, <br />17 refinancing, exchange, transfer, sale under foreclosure, or other disposition of <br />18 Project Site B. improvements and/or capital equipment situated thereon. <br />19 (ff) Guarantee: The repayment of the UDAG Loan to Rangel shall be <br />20 unconditionally and irrevocably guaranteed by Rangel and the completion of the <br />21 <br />Non -Recipient Activities pertaining to Rangel shall be unconditionally and <br />22 <br />irrevocably guaranteed by Rangel and the Guarantors. <br />23 <br />(gg) Prepayment: Prepayment may occur at any time after the fourth <br />24 <br />(4th) UDAG Permanent Loan year, provided Rangel pays the full amount of the UDAG <br />25 <br />Loan plus any accrued interest and Rangel buys out the Recipient's participation, <br />26 if any, in Project Element B by establishing a fair market value of Project Site B <br />27 and Project Element B as determined by two BAI appraisers (one selected by <br />28 Recipient) and pay to Recipient five percent (52) of the net value thereof. <br />29 <br />"Net Value" shall be defined as the fair market value of Project Site B and <br />30 ' <br />Project Element B less: (1) repayment of the first mortgage (not to exceed <br />31 <br />32 <br />EXHIBIT E Page 10 of 22 <br />