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further encumbering, mortgaging, assigning or alienating the Borrower's interest in the Project (other than as permitted or approved pursuant to the Agreement), whether directly or indirectly, whether voluntarily or involuntarily or by operation of law, or any interest in the Project, or suffering its title, or any interest in the Property or the Project to be divested, whether voluntarily or involuntarily, without the consent of the City or as otherwise approved or permitted under the Agreement, City may, at City's option, declare the outstanding principal amount of this Note, together with the then accrued and unpaid interest thereon and other charges hereunder, and all other sums secured by the Deed of Trust, to be due and payable immediately, and upon such declaration, such principal and interest and other sums shall immediately become and be due and payable without demand or notice, all as further set forth in the Deed of Trust. All costs of collection, including, but not limited to, reasonable attorneys' fees and all expenses incurred in connection with protection of, or realization on, the security for this Note, may be added to the principal hereunder, and shall accrue interest as provided herein. City shall at all times have the right to proceed against any portion of the security for this Note in such order and in such manner as such City may consider appropriate, without waiving any rights with respect to any of the security. Any delay or omission on the part of the City in exercising any right hereunder, under the Agreement or under the Deed of Trust shall not operate as a waiver of such right, or of any other right. No single or partial exercise of any right or remedy hereunder or under the Agreement or any other document or agreement shall preclude other or further exercises thereof, or the exercise of any other right or remedy. The acceptance of payment of any sum payable hereunder, or part thereof, after the due date of such payment shall not be a waiver of City's right to either require prompt payment when due of all other sums payable hereunder or to declare an event of Default for failure to make prompt or complete payment. 15. Permissible Refinancing. The Borrower shall only be permitted to refinance under the following circumstances, and only after obtaining prior written approval of the Executive Director: a. refinance in order to obtain a better/lower interest rate; or b. refinance for major rehabilitation/repairs necessary to preserve the Property. 16. Successors and Assigns. Whenever "City" is referred to in this Note, such reference shall be deemed to include the City of Santa Ana and its successors and assigns, including, without limitation, any subsequent assignee or holder of this Note. All covenants, provisions and agreements by or on behalf of Borrower, and on behalf of any makers, endorsers, guarantors and sureties hereof which are contained herein shall inure to the benefit of the City and City's successors and assigns. 17. Buy Out Option. In the event that there is a decision to sell the Property to an outside entity not affiliated with the Borrower, its Managing General Partner or its Developer General Partner, the Managing General Partner of Borrower or its affiliate Orange Housing Development Corporation shall be given the first right of refusal or the General Partners may exercise the purchase option pursuant to the Borrower's Partnership Agreement. If neither of these options or the right of first refusal are exercised by the General Partners of Borrower, then the City/Agency shall have the second right of refusal. 18. Miscellaneous. Time is of the essence hereof. This Note shall be governed by and construed under the laws of the State of California except to the extent federal laws preempt the laws of the State of California. Borrower irrevocably and unconditionally submits to the jurisdiction of the Superior Court of the State of California for the County of Orange in connection with any legal G-6 DOCSOC/ 1469583v5/200272-0003