Agmt 2009 Alameda Housing Associates LP

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Borrower is unable to secure financing for the Project despite Borrower's good faith efforts, Agency shall agree to extend the Maturity Date by eighteen (18) months. Notwithstanding the foregoing, if the Agency provides construction financing for the Project concurrently with the Maturity Date (as such may be extended), this Note shall be cancelled and Borrower shall execute a new note which shall evidence Borrower's obligation to repay both the balance payable under this Note and the amount of the additional funds to be advanced by the Agency. (b) If on or prior to the Maturity Date, Borrower terminates the Loan Agreement pursuant to Section 4.1.2 (b) of the Loan Agreement, upon Borrower's delivery to Agency of all Assigned Documents (as defined in the Assignment Agreement), Agency shall forgive the outstanding balance payable under this Note provided that no Event of Developer Default exists under any Agency Document. 1.2 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. 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. 1.3 MANNER OF PAYMENT. All payments of principal and interest on this Note shall be made to Agency at 835 East 14th 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. 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) Borrower fails to pay when due the principal and interest payable hereunder and such failure continues for ten (10) days after Agency notifies Borrower thereof in writing. (b) Borrower fails to use Predevelopment Funds in accordance with the Loan Agreement or fails to use Predevelopment Funds in accordance with Borrower's request for disbursement and does not cure such failure within thirty (30) days following written notice from Agency. (c) Any representation or warranty contained in any Agency Document, or any certificate furnished in connection therewith, or in connection with any request for disbursement of Predevelopment Funds proves to have been false or misleading in any material adverse respect when made and continues to be materially adverse to the Agency. 12]0391-4 2