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<br />CMD are not renewed in any year, the loans shall immediately become due and <br />payable at the point on September I of that year. <br /> <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 /> <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 /> <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 /> <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 /> <br />9. Assignment bv 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 /> <br />[Signatures provided on next page] <br /> <br />Page 2 <br />