Agmt 2006 Allied Housing Program (2)

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SECURED PROMISSORY NOTE San Leandro, California ,2006 $1,100,000.67 FOR VALUE RECEIVED, Alameda County Allied Housing Program, a California nonprofit public benefit corporation ("Borrower"), promises to pay to the City of San Leandro, a public body corporate and politic ("City"), in lawful money of the United States of America, the principal sum of One Million One Hundred Thousand Dollars and Sixty-Seven Cents ($1,100,000.67) or so much thereof as may be advanced by City pursuant to the Loan Agreement referred to below, together with interest on the outstanding principal balance in accordance with the terms and conditions described herein. Interest shall accrue on the outstanding principal balance at a rate equal to three percent (3%) simple interest per annum commencing upon the date of disbursement thereof. Interest shall be calculated on the basis of a year of 365 days, and charged for the actual number of days elapsed. This Secured Promissory Note ("this Note") has been executed and delivered pursuant to and in accordance with: (i) an Owner Participation Agreement executed by and between Borrower and the Redevelopment Agency of the City of San Leandro ("Agency") dated as of , 2006 ("OP A"), (ii) a Loan Agreement dated as of , 2006 by and between Borrower and City ("City Loan Agreement"), and (iii) a Regulatory Agreement by and among the City, the Agency and the Borrower dated as of ,2006 ("Regulatory Agreement") and is subject to the terms and conditions of the OP A, the City Loan Agreement, and the Regulatory Agreement, all of which are by this reference incorporated herein and made a part hereof. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the OP A. This Note is secured by a Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing ("City Deed of Trust") dated as of the date hereof, executed by Borrower for the benefit of City and encumbering the property described therein. City shall be entitled to the benefits ofthe security provided by the City Deed of Trust and shall have the right to enforce the covenants and agreements contained herein, in the City Deed of Trust, the City Loan Agreement, and the Regulatory Agreement. This Note, the City Loan Agreement, the City Deed of Trust and the Regulatory Agreement are referred to herein as the "City Documents. " 1. PAYMENTS 1.1 PAYMENT DATES. Annual payments on this Note shall be payable from Surplus Cash (defined below) as described in this section. City shall credit payments made under this Note first to any unpaid late charges and other costs and fees then due, then to accrued but unpaid interest, and then to principal. 1.2. MATURITY DATE. The entire outstanding principal balance of Loan together with interest accrued thereon and any other sums due under the City Documents shall be payable in full on the fifty-fifth (55th) anniversary of the date hereof ("Maturity