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Attachment 4 PREDEVELOPMENT PROMISSORY NOTE (Kottinger Gardens) $2,800,000 Pleasanton, California , 201 FOR VALUED RECEIVED, MidPen Housing Corporation, a nonprofit public benefit corporation (the "Borrower"), promises to pay to the City of Pleasanton (the "City"), or order, the principal sum of Two Million Eight Hundred Thousand Dollars ($2,800,000), or so much thereof as is advanced to Borrower pursuant to Section 6.1 of the DDLA (as defined below), as provided below. 1. DDLA. This promissory note (the "Note") is made pursuant to the terms of that certain Disposition, Development and Loan Agreement, entered into between the Borrower, the City, and the Housing Authority of the City of Pleasanton, a public body corporate and politic organized under the laws of California(the "DDLA") concurrently herewith. All capitalized terms used but not defined in this Note shall have the meanings set forth in the DDLA. 2. Repayment Terms; Interest. The indebtedness evidenced by this Note shall be due and payable at the times and in the manner set forth in Section 6.3 of the DDLA. The outstanding principal balance of this Note shall bear simple interest at the rate of three percent (3%) per annum. 3. Acceleration Pursuant to Default. Upon the occurrence of a Borrower default under the DDLA, after the expiration of all applicable cure periods, the City shall have the right to declare all of the principal immediately due and payable, which amount shall bear interest at the lesser of ten percent (10%) per annum, or the maximum amount permitted by law, from the expiration of the applicable cure period for the default to the date of repayment in full of the disbursed principal amount of the City Predevelopment Loan and any interest due thereon. All payments received shall be applied first to the accrued interest and second to the principal outstanding. Neither acceptance by the City of the payments provided for herein nor any failure by the City to pursue its legal and equitable remedies upon default shall constitute a waiver of the City's right to require prompt payments when due of all disbursed principal and interest owing or to declare a default and exercise all of its rights under this Note and the DDLA. 4. No Offset. The Borrower hereby waives any rights of offset it now has or may hereafter have against the City, its successors and assigns, and agrees to make the payment called for herein in accordance with the terms of this Note. 5. Waiver; Attorney's Fees. The Borrower, for itself, its heirs, legal representatives, successors and assigns, waives diligent presentment, protest and demand, and notice of protest, dishonor and non-payment of this Note, and expressly waives any rights to be released by reason of any extension of time or change in terms of payment, or change, alteration or release of any 1 191A52V1415297.1