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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 the Project (other than as permitted or approved pursuant to the Agreement), whether
<br />directly or indirectly, whether voluntarily or involuntarily or by operation of law, or any interest in
<br />the Project, or suffering its title, or any interest in the Project to be divested, whether
<br />voluntarily or involuntarily, without the consent of the City or as otherwise approved or
<br />permitted under the Agreement, City may, at City's option, declare the outstanding principal
<br />amount of this Note, together with the then accrued and unpaid interest thereon and other charges
<br />hereunder, and all other sums secured by the Deed of Trust, to be due and payable immediately,
<br />and upon such declaration, such principal and interest and other sums shall immediately become
<br />and be due and payable without demand or notice, all as further set forth in the Deed of Trust.
<br />All costs of collection, including, but not limited to, reasonable attorneys' fees and all expenses
<br />incurred in connection with protection of, or realization on, the security for this Note, may be
<br />added to the principal hereunder, and shall accrue interest as provided herein. City shall at all
<br />times have the right to proceed against any portion of the security for this Note in such order and
<br />in such manner as such City may consider appropriate, without waiving any rights with respect
<br />to any of the security. Any delay or omission on the part of the City 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 City'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
<br />under the following circumstances, after obtaining prior approval of the Deputy City Manager or
<br />his /her designee:
<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 "City" is referred to in this Note,
<br />such reference shall be deemed to include the City of Santa Ana and its successors and
<br />assigns, including, without limitation, any subsequent assignee or holder of this Note. All
<br />covenants, provisions and agreements by or on behalf of Borrower, and on behalf of any
<br />makers, endorsers, guarantors and sureties hereof which are contained herein shall inure to
<br />the benefit of the City and City'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 Developer, its Managing General Partner or its
<br />Administrative General Partner, the Managing General Partner of Borrower or its affiliate
<br />Orange Housing Development Corporation shall be given the first right of refusal or the General
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<br />1076 \49V 843311.2
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