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further encumbering, mortgaging, assigning or alienating the Borrower's interest in the Project (other
<br />than as permitted or approved pursuant to the Agreement), whether directly or indirectly, whether
<br />voluntarily or involuntarily or by operation of law, or any interest in the Project, or suffering its title,
<br />or any interest in the Property or the Project to be divested, whether voluntarily or involuntarily,
<br />without the consent of the Agency or as otherwise approved or permitted under the Agreement,
<br />Agency may, at Agency's option, declare the outstanding principal amount of this Note, together
<br />with the then accrued and unpaid interest thereon and other charges hereunder, and all other sums
<br />secured by the Deed of Trust, to be due and payable immediately, and upon such declaration, such
<br />principal and interest and other sums shall immediately become and be due and payable without
<br />demand or notice, all as further set forth in the Deed of Trust. All costs of collection, including, but
<br />not limited to, reasonable attorneys' fees and all expenses incurred in connection with protection of,
<br />or realization on, the security for this Note, may be added to the principal hereunder, and shall accrue
<br />interest as provided herein. Agency shall at all times have the right to proceed against any portion of
<br />the security for this Note in such order and in such manner as such Agency may consider appropriate,
<br />without waiving any rights with respect to any of the security. Any delay or omission on the part of
<br />the Agency in exercising any right hereunder, under the Agreement or under the Deed of Trust shall
<br />not operate as a waiver of such right, or of any other right. No single or partial exercise of any right
<br />or remedy hereunder or under the Agreement or any other document or agreement shall preclude
<br />other or further exercises thereof, or the exercise of any other right or remedy. The acceptance of
<br />payment of any sum payable hereunder, or part thereof, after the due date of such payment shall not
<br />be a waiver of Agency's right to either require prompt payment when due of all other sums payable
<br />hereunder or to declare an event of Default for failure to make prompt or complete payment.
<br />15. Permissible Refinancing. The Borrower shall only be permitted to refinance under
<br />the following circumstances, and only after obtaining prior written approval of the Executive
<br />Director:
<br />a. refinance in order to obtain a better/lower interest rate; or
<br />b. refinance for major rehabilitation/repairs necessary to preserve the Property.
<br />16. Successors and Assigns. Whenever "Agency" is referred to in this Note, such
<br />reference shall be deemed to include the Community Redevelopment Agency of the City of Santa
<br />Ana and its successors and assigns, including, without limitation, any subsequent assignee or holder
<br />of this Note. In the event the Agency is disestablished, dissolved, ceases to exist, or otherwise
<br />becomes unable to exercise its rights under this Note prior to the expiration of the Term, the City
<br />shall be entitled to exercise any and all rights granted to the Agency hereunder and Borrower shall
<br />make all required payments hereunder directly to the City at the address set forth in the City Note.
<br />All covenants, provisions and agreements by or on behalf of Borrower, and on behalf of any makers,
<br />endorsers, guarantors and sureties hereof which are contained herein shall inure to the benefit of the
<br />Agency and Agency's successors and assigns.
<br />17. Buy Out Option. In the event that there is a decision to sell the Property to an
<br />outside entity not affiliated with the Borrower, its Managing General Partner or its Developer
<br />General Partner, the Managing General Partner of Borrower or its affiliate Orange Housing
<br />Development Corporation shall be given the first right of refusal or the General Partners may
<br />exercise the purchase option pursuant to the Borrower's Partnership Agreement. If neither of these
<br />options or the right of first refusal are exercised by the General Partners of Borrower, then the
<br />City/Agency shall have the second right of refusal.
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<br />DOCSOC/ 1469583 v5/200272-0003
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