Note 2007 0910 Estabrook Senior Housing LP (2)

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on the final cost certificate for the Project, plus Project construction costs and expenses incurred after the final cost certification. For purposes of calculating Excess Proceeds: (i) Borrower shall be entitled to pay any unpaid portion of the developer fee due in accordance with the Financing Plan approved by Agency as set forth in the OPA; (ii) the operating reserve shall be funded in the amount of $85,000 or such higher amount that may be required by Borrower and approved by Agency in its reasonable discretion; (iii) the reserve for tenant services shall be funded in the amount of $125,000 or such higher amount as the Agency its reasonable discretion may approve; and (iv) a parking contingency reserve shall be funded in an amount estimated by Borrower and approved by Agency as necessary to pay for costs associated with additional on-site parking that City may require after completion of Borrower's parking study as required under City's Conditions of Approval for the Project and which parking reserve Borrower shall use for additional Project landscaping if City does not require additional on-site parking. Interest earned on the foregoing reserves shall become a part of each reserve and used only for the purpose for which such reserve is established. Nothing in this Section l .3 shall prohibit Agency and Borrower from mutually agreeing to fund other reserves prior to the determination of Excess Proceeds_ l .4 DUE ON SALE. The entire unpaid principal balance and all interest and other sums accrued hereunder shall be due and payable upon the Transfer (as defined in Section 7.2 of the OPA) absent Agency consent, of all or any part of the Project or the Property or any interest therein other than a Transfer permitted without Agency consent pursuant to the OPA. Without limiting the generality of the foregoing, this Note shall not be assumable without Agency's prior written consent, which consent may be granted or denied in Agency's sole discretion; provided however, this Note may be assumed in connection with a Transfer to Eden or an affiliate of Eden as described in Section 7.3 of the OPA. l .5 PREPAYMENT. Borrower may, without premium or penalty, at any time and from time to time, prepay all or any portion of the outstanding principal balance due under this Note, provided that each such prepayment is accompanied by accrued interest on the amount of principal prepaid calculated to the date of such prepayment. Prepayments shall be applied first to any unpaid late charges and other costs and fees then due, then to accrued but unpaid interest, and then to principal. 1.6 MANNER OF PAYMENT. All payments of principal and interest on this Note shall be made to Agency at 835 East 14`x' Street, San Leandro, California 94577 or such other place as Agency shall designate to Borrower in writing, or by wire transfer of immediately available funds to an account designated by Agency in writing. DEFAULTS AND REMEDIES. 2. l EVENTS OF DEFAULT. The occurrence of any one or more of the following events shall constitute an event of default hereunder ("Event of Default"): (A) Borrower fails to pay when due the principal and interest payable hereunder and such failure continues for thirty (30) days after Agency notifies Borrower thereof in writing. (B) Pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors ("Bankruptcy Law"), Borrower or any general partner thereof (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against Borrower or any general partner thereof in 9s6zz~-a 4