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4 <br /> i) Upon the sale, ground lease or other transfer of all or any portion of the Project or an <br /> interest therein(except for a lease of individual units in the Project with a term of less than <br /> three years);or <br /> ii) Upon any default (or if a cure period is allowable, upon the expiration of any allowable <br /> period of cure) hereunder or under the County Deed of Trust, the terms of which are <br /> incorporated herein by reference,as more particularly provided herein below. <br /> d) All payments hereunder shall be applied first to amounts advanced by County to protect the <br /> security hereof, then to interest on the unpaid principal balance and then to reduction of <br /> principal. <br /> e) The indebtedness evidenced by this Promissory Note (hereinafter referred to as "Note') may <br /> be prepaid,in whole or in part,at any time without penalty. <br /> f) Upon any default hereunder, or under the County Deed of Trust, County shall have the right <br /> at its option and election, to accelerate the indebtedness evidenced by this Note and declare <br /> the entire principal balance immediately due and payable in full. Upon such acceleration by <br /> County, Borrower promises to pay the full principal amount unpaid hereunder in accordance <br /> with the terms of the County Loan Documents, together with all costs and expenses incurred <br /> in connection with the collection or attempted collection hereof and the protection of the <br /> security thereof,including reasonable attorney's fees,whether or not suit is instituted. <br /> g) Borrower agrees to pay all principal and interest and in addition to pay all costs of collection, <br /> including reasonable attorneys'fees and all costs of suit,when the unpaid principal sum of this <br /> Note or any payment of principal or interest is not paid when due, or when it becomes <br /> necessary to protect the security for the indebtedness evidenced hereby,or for the foreclosure <br /> instituted by County or other holder under the County Deed of Trust or other County Loan <br /> Documents or when County or other holder is made party to or affected by any litigation <br /> because of the existence of the indebtedness evidenced by this Note, or because of the <br /> existence of any of the County Loan Documents, or when the property which is security for <br /> this Note becomes subject to the jurisdiction of a bankruptcy court. This obligation shall exist <br /> regardless of whether or not suit is actually commenced. <br /> h) The parties hereto have intended in good faith to comply with all applicable usury laws. <br /> Notwithstanding anything to the contrary contained in this Note or any other of the County <br /> Loan Documents,Borrower shall not be obligated or required to pay interest at a rate,which <br /> would subject County to either criminal or civil liability. If, by.the terms of this Note, <br /> Borrower at any time is required or obligated to pay interest on the principal made available to <br /> Borrower in an amount or at a rate in excess of the applicable legal maximum,the interest due <br /> to County shall be immediately and automatically reduced to such maximum, the interest <br /> payable shall be computed at such maximum rate, and all prior interest payments in excess of <br /> such lawful maximum shall be immediately and automatically applied, and shall be deemed to <br /> have been treated as having been applied at the time of receipt, in reduction of the principal <br /> balance due under this Note. <br /> i) No delays on the part of County in exercising any right hereunder or under any of the County <br /> Loan Documents shall operate as a waiver thereof or preclude the exercise thereof at any time <br /> during the continuance of any default or during the continuance of any subsequent default. <br /> j) Notwithstanding anything to the contrary contained herein or in any other County Loan <br /> Documents, this County Note is intended to be non-recourse with the liabilities of Borrower <br /> under this County Note being limited to the collateral pledged to secure this Note (which <br /> includes without limitation the Project),and other than with respect to the collateral pledged to <br /> secure this Note, no other assets shall be available to satisfy any liabilities arising out of,or in <br /> 2 <br />