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secured, and all other sums then secured hereby, including without limitation, interest as provided
<br /> in the Note and the Affordable Housing Resale Restrictions, in such order as the City shall direct;
<br /> and then the remainder, if any, shall be paid to the person or persons legally entitled thereto.
<br /> 16. Remedies Cumulative,• No Waiver. No exercise of any right or remedy by the
<br /> City or Trustee hereunder shall constitute a waiver of any other right or remedy herein contained
<br /> or provided by law, and no delay or forbearance by the City or Trustee in exercising any such right
<br /> or remedy hereunder shall operate as a waiver thereof or preclude the exercise thereof in any
<br /> continued or subsequent default hereunder. All remedies provided in this Deed of Trust are distinct
<br /> and cumulative to any other right or remedy under this Deed of Trust or any other document, or
<br /> afforded by law or equity, and may be exercised concurrently, independently or successively. No
<br /> sale of the Property, forbearance on the part of City, or extension of the time for payment of the
<br /> indebtedness hereby secured shall operate to release, discharge, waive, modify, change or affect
<br /> the Iiability of Trustor either in whole or in part.
<br /> 17. Indemnity. Trustor agrees to defend, indemnify, and hold the Santa Ana, and its
<br /> elected and appointed officers, officials, employees,and agents harmless from all losses,damages,
<br /> liabilities, claims, actions,judgments, costs, and reasonable attorneys' fees that they may incur as
<br /> a direct or indirect consequence of. (i) Trustor's failure to perform any obligations as and when
<br /> required by the Note,the Affordable Housing Resale Restrictions, or this Deed of Trust; or(ii)the
<br /> failure at any time of any of Trustor's representations or warranties herein or in the Affordable
<br /> Housing Resale Restrictions or the Note to be true and correct.
<br /> 18. Due on Transfer of the Property. If the Truster sells, conveys, assigns, transfers,
<br /> alienates, or otherwise disposes of its interest in the Property, either voluntarily or involuntarily or
<br /> by operation of law, in part or in full, in violation of the Affordable Housing Resale Restrictions,
<br /> the City may, at its option, require immediate payment in full of all sums due under the Note.
<br /> 19. Reconveyance. Upon payment of all sums and satisfaction of all obligations
<br /> secured by this Deed of Trust, including without limitation, payment of the City Equity Share as
<br /> defined in the Affordable Housing Resale Restrictions, and upon the expiration or termination of
<br /> the Affordable Housing Resale Restrictions, the City will provide a written request to the Trustee
<br /> to reconvey the Security and will surrender this Deed of Trust and the Note to Trustee.The Trustee
<br /> shall reconvey the Security without warranty and without charge to the person or persons legally
<br /> entitled thereto. Such person or persons shall pay all costs of recordation, if any. The recitals in
<br /> the reconveyance of any hatters or facts shall be conclusive proof of the truthfulness thereof.
<br /> 20. Trustee Substitution. The City, at its option and without prior notice, may from
<br /> time to time, by written instrument, remove the Trustee and appoint a successor trustee pursuant
<br /> to a written instrument executed by City and duly acknowledged and recorded in the Official
<br /> Records of Orange. Such instrument shall be conclusive proof of proper substitution of such
<br /> successor Trustee or Trustees, who shall, without conveyance from the predecessor Trustee,
<br /> succeed to all the title,estate,power and duties conferred upon the Trustee herein and by applicable
<br /> law. Such instrument shall set forth the name of the Trustor, the original Trustee and the
<br /> Beneficiary hereunder, the book and page where this Deed of Trust is recorded, and the name and
<br /> address of the new Trustee.
<br /> Page 58
<br /> Exhibit D
<br /> 55394.00 10 1\43721567.1
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