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Regulatory Agreement shall remain effective for the full term of the Regulatory Agreement and shall survive the repayment of this Note. The Loan Agreement,the City HOME Loan Agreement,this Note, the City HOME Note, the Regulatory Agreement,the Deed of Trust,the City HOME Deed of Trust, and the Ground Lease are collectively referred to herein as the"City Documents." 1. PAYMENTS. 1.1 PAYMENT DATES; MATURITY DATE. Annual payments on this Note shall be payable on a residual receipts basis with seventy-five percent(75%) of all Surplus Cash (defined below) payable to City and the other Subordinate Lenders (defined below)on a pro rata basis as described below. Payments shall be credited first to any unpaid late charges and other costs and fees then due,then to accrued interest, and then to principal. In no event shall any amount due under this Note become subject to any rights, offset, deduction or counterclaim on the part of Borrower. The entire outstanding principal balance of this Note, together with interest accrued thereon and all other sums accrued hereunder shall be payable in full on the date (the "Maturity Date") which is the earlier of(i)the fifty-fifth (55th) anniversary of the date upon which the City issues a final certificate of occupancy or equivalent for the Project, or(ii)the fifty- seventh(57th)anniversary of the date hereof; provided however, the Maturity Date shall not be earlier than the date of expiration or termination of the Regulatory Agreement to be recorded by the California Tax Credit Allocation Committee (TCAC)against the Property in connection with an allocation of federal Low-Income Housing Tax Credits for the Project at about the time that the Project is placed in service. 1.2 ANNUAL PAYMENTS FROM SURPLUS CASH. By no later than June 1 of each year following the issuance of a final certificate of occupancy or equivalent for the Project, Borrower shall pay to City City's Share (defined below) of Seventy-Five percent(75%)of Surplus Cash generated by the Project during the previous calendar year to reduce the indebtedness owed under this Note. The respective annual shares of Surplus Cash that the City and the County of Alameda ("County") shall be entitled to receive shall be based on the proportional share of financing that each such entity has provided for development of the Project. Based upon: (i) City loans in the approximate aggregate amount of Fourteen Million, Two Hundred Thousand Dollars ($14,200,000), and(ii) County loans in the approximate aggregate amount of One Million, Three Hundred and Five Thousand, Four Hundred and Eighty-Nine Dollars($1,305,489),the City share will be Ninety-One and 58/100 percent(91.58%) ("City's Share") and the County share will be Eight and 42/100 percent(8.42%)("County's Share"). City and County are collectively referred to herein as the"Subordinate Lenders." On an annual basis, each Subordinate Lender's share of Surplus Cash shall be calculated by applying their respective percentage share of subordinate financing to 75%of Surplus Cash. If the City or County loan amounts differ from the amounts stated above, the respective shares of Surplus Cash payable to each Subordinate Lender shall be specified in the Loan Agreement or an amendment thereto, and if applicable, in an amendment to this Note. To summarize the foregoing, annual distributions of Surplus Cash shall be made in accordance with the following schedule: OAK#4829-4624-9261 v2 2