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shall not apply to a sale or transfer of all or part of the Project or any interest therein to Borrower's general partner, to Eden Housing, Inc., or an affiliate of Eden Housing, Inc. (c) Balance Due on Maturity Date. Notwithstanding any of the above, the outstanding balance of principal and interest of this Note shall be due and payable thirty (30) years and one month from the date of this Note. If Borrower does not pay the above payments within the 30 calendar days of the date due, Borrower will be in default under this Note. During the time that any default exists under this Note, interest shall automatically be increased without notice to the rate set forth on page 1 of this Note (the "non- default rate plus two percent (2 (the "Default Rate and shall accrue and be due and payable in lieu of the non default rate. When Borrower is no longer in default, the Default Rate shall no longer apply and the interest rate shall once again be the non- default rate. Notwithstanding the foregoing provisions, if the interest rate charged exceeds the maximum legal rate of interest, the rate shall be the maximum rate permitted by law. The imposition or acceptance of the Default Rate shall in no event constitute a waiver of a default under this Note or prevent Holder from exercising any of its other rights or remedies. Each payment received by Holder shall be credited as of the date of receipt by Holder, first to any unpaid late charges and other costs and fees then due under this Note, then to accrued 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. Payments on this Note shall be made in lawful money of the United States to the City of Pleasanton, 123 Main Street, Pleasanton, CA 94566, or at such other place as the Holder hereof may inform the Borrower in writing. This Note may be paid in whole or in part, without any prepayment penalty or charge. Payment of this Note is or will be secured by a Deed of Trust of even date herewith on Borrower's leasehold interest in the land and fee interest in the improvements which together make the Project located in Alameda County. Upon the failure of the Borrower to perform or observe any provision of this Note or Deed of Trust, at the option of Holder and with thirty (30) days' prior written notice, the entire unpaid principal and interest, if any, owing on this Note shall become immediately due and payable, and Holder may exercise its rights or remedies hereunder or thereunder. This Note is executed and delivered in the State of California and shall be governed by the laws of the State of California. ndt \Pl easanton. RVC 3