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Partners may exercise the purchase option pursuant to the Borrower's Partnership Agreement. <br />If neither of these options or the right of first refusal are exercised by the General Partners of <br />Borrower, then the City shall have the second right of refusal. <br />18. Miscellaneous. Time is of the essence hereof This Note shall be governed <br />by and construed under the laws of the State of California except to the extent Federal laws <br />preempt the laws of the State of California. Borrower irrevocably and unconditionally <br />submits to the jurisdiction of the Superior Court of the State of California for the <br />County of Orange in connection with any legal action or proceeding arising out of or relating <br />to this Note. Borrower also waives any objection regarding personal or in rem jurisdiction or <br />venue. <br />Signatures on Following Page <br />B -7 <br />1076\49\1 843311.2 <br />