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CMD are not renewed in any year, the loans shall immediately become due and <br /> payable at the point on September 1 of that year. <br /> 3. Non-Waiver. Failure to exercise any right any party hereto may have or be <br /> entitled to, in the event of a default hereunder, shall not constitute a waiver of <br /> such right or of any other right in the event of a subsequent default. <br /> 5. Defaults. Failure or delay by Downtown, Inc. to perform any term or provision <br /> of this Agreement which is not cured within thirty (30) days after receipt of notice <br /> from the City and Agency constitutes a default under this Agreement; provided, <br /> however, if such default is of a nature requiring more than (30) days to cure, the <br /> defaulting party shall avoid default by commencing to cure within such thirty (30) <br /> day period and thereafter diligently pursuing such cure to completion. <br /> 6. Governing Law. This Agreement shall be governed by the laws of the State of <br /> California. Any legal action brought under this Agreement must be instituted in <br /> the Superior Court of the County of Orange, State of California. <br /> 7. Amendment of Agreement. No modification, rescission, waiver, release or <br /> amendment of any provisions of this Agreement shall be made except by written <br /> agreement executed by the parties hereto. <br /> 9. Assignment by Downtown Inc Prohibited. In no event shall Downtown, Inc. <br /> assign or transfer any portion of this Agreement without the prior express written <br /> consent of City's and Agency's City Manger and Executive Director, <br /> respectively, which consent may be given or withheld in City's and Agency's sole <br /> and absolute discretion. No assumption of the City's and Agency Obligations <br /> shall be permitted at any time. This section shall not prohibit City's and Agency's <br /> right to assign all or any portion of its rights to the proceeds of the Notes <br /> hereunder. <br /> <br /> 10. Entire Agreement. This Agreement constitutes the entire understanding and <br /> agreement of the parties. This Agreement integrates all of the terms and <br /> conditions mentioned herein or incidental thereto, and supersedes all prior <br /> negotiations, discussions and previous agreements between concerning all or any <br /> part of the subject matter of this Agreement. <br /> [Signatures provided on next page] <br /> Page 2 <br /> 80A-37 <br /> <br />