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12. Borrower Assignment Prohibited. In no event shall Borrower assign or transfer
<br />any portion of this Note without the prior express written consent of the Agency, which consent
<br />shall not unreasonably be withheld, except pursuant to a transfer which is permitted or approved
<br />pursuant to the terms of the Agreement.
<br />13. Terms. Any terms not separately defined herein shall have the same meanings as
<br />set forth in the Agreement.
<br />14. Acceleration and Other Remedies. Upon: (a) the occurrence of an event of
<br />Default as defined in the Agreement and delivery of notice and expiration of the cure period
<br />described therein, or (b) Borrower selling, contracting to sell, giving an option to purchase,
<br />conveying, leasing, further encumbering, mortgaging, assigning or alienating the Borrower's
<br />interest in Phase FS (other than the sale of completed For-Sale Units to individual homebuyers or
<br />as otherwise permitted or approved pursuant to the Agreement), whether directly or indirectly,
<br />whether voluntarily or involuntarily or by operation of law, or any interest in Phase FS, or
<br />suffering its title, or any interest in Phase FS 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
<br />sums secured by the Deed of Trust, to be due and payable immediately, and upon such
<br />declaration, such principal and interest and other sums shall immediately become and be due and
<br />payable without demand or notice, all as further set forth in the Deed of Trust. All costs of
<br />collection, including, but not limited to, reasonable attorneys' fees and all expenses incurred in
<br />connection with protection of, or realization on, the security for this Note, may be added to the
<br />principal hereunder, and shall accrue interest as provided herein. Agency shall at all times have
<br />the right to proceed against any portion of the security for this Note in such order and in such
<br />manner as such Agency may consider appropriate, without waiving any rights with respect to
<br />any of the security. Any delay or omission on the part of the Agency in exercising any right
<br />hereunder, under the Agreement or under the Deed of Trust shall not operate as a waiver of such
<br />right, or of any other right. No single or partial exercise of any right or remedy hereunder or
<br />under the Agreement or any other document or agreement shall preclude other or further
<br />exercises thereof, or the exercise of any other right or remedy. The acceptance of payment of
<br />any sum payable hereunder, or part thereof, after the due date of such payment shall not be a
<br />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. 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
<br />Santa Ana and its successors and assigns, including, without limitation, any subsequent assignee
<br />or holder of this Note. All covenants, provisions and agreements by or on behalf of Borrower,
<br />and on behalf of any makers, endorsers, guarantors and sureties hereof which are contained
<br />herein shall inure to the benefit of the Agency and Agency's successors and assigns.
<br />ATTACHMENT NO. 8A-5
<br />DOCS00 I400673v ] 41200272-0001
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