Agmt 2009 Alameda County Allied Housing Program

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1.8 NO RIGHT OF OFFSET. In no event shall any amount due under this Note become subject to any rights of offset, deduction or counterclaim on the part of Borrower. 2. DEFAULTS 2.1 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) If Borrower fails to pay when due the principal and interest payable hereunder and such failure continues for ten {1 Q) days after City notifies Borrower thereof in writing. (B) If, 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 an involuntary case; {iii) consents to the appointment of a trustee, receiver, assignee, liquidator or similar official for Borrower or any general partner thereof; {iv) makes an assignment for the benefit of its creditors; ar {v} admits in writing its inability to pay its debts as they become due. (C} If a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against Borrower or any general partner thereof in an involuntary case, (ii} appoints a trustee, receiver, assignee, liquidator or similar official for Borrower or any general partner thereof or substantially all of such entity's assets, (iii} oxdexs the liquidation of Borrower or any general partner thereof, or (iv) issues or levies a judgment, writ, warrant of attachment or similar process against the Property or the Project, and in each case the order or decree is not released, vacated, dismissed or fully bonded within 60 days after its issuance. {D) The occurrence of a Transfer in violation of Section 8 of the Regulatory Agreement. (E) If an event of default has been declared by the holder of any debt instrument secured by a mortgage or deed of trust on the Project or the Property and such holder exercises a right to declare all amounts due under that debt instrument immediately due and payable, subject to the expiration of any applicable cure period set forth in such holder's documents. {F} If the Borrower fails to rnaintain insurance on the Property and the Project as required pursuant to the City Documents, and Borrower fails to cure such default within 10 days. (G) Subject to Borrower's right to contest the following charges pursuant to the City Documents, if the Borrower fails to pay taxes or assessments due on the Property or the Project or fails to pay any other charge that may result in a lien on the Properly or the Project, and Borrower fails to cure such default within 10 days. {H) If any representation or warranty contained in the City Documents or any certificate furnished in connection with the foregoing or is connection with any request SECUREll PROMISSORY NOTE 4 MISSION BELL APARTMENTS 123284011