Agmt 2006 Mercy Housing California XXXIII (2)

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PREDEVELOPMENT PROMISSORY NOTE $727,000 San Leandro, California June 5. 2006 FOR VALUE RECEIVED, Mercy Housing California XXXIII, a California Limited Partnership ("Borrowerll), promises to pay to the Redevelopment Agency of the City of San Leandro, a public body corporate and politic ("Agency"), in lawful money of the United States of America, the principal sum of Seven Hundred Twenty- Seven Thousand Dollars ($727,000) or so much thereof as may be advanced by Agency from time to time pursuant to the Loan Agreement referred to below, in the manner provided below. This Predevelopment Promissory Note (this "Note") has been executed and delivered pursuant to and in accordance with the Predevelopment Loan Agreement, dated as of the date hereof, by and between Borrower and Agency (the "Loan Agreement"), and is subject to the terms and conditions of the Loan Agreement. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Loan Agreement. This Note is secured by an assignment of agreements, reports, plans, specifications and approvals pursuant to that certain Assignment of Agreements, Plans and Specifications dated as of the date hereof, executed in favor of Agency (the "Assignment Agreement"). Agency shall be entitled to the benefits of the security provided by the Assignment Agreement and shall have the right to enforce the covenants and agreements contained in the Loan Agreement and the Assignment Agreement. 1. PAYMENTS 1.1 MATURITY DATE. The entire principal balance outstanding under this Note, together with interest accrued thereon (if any), shall be due and payable in one lump sum on the earlier of (i) the date that the Property is conveyed to Borrower pursuant to the DDA, or (ii) the second anniversary of the date of this Note (the "Maturity Date"). Borrower acknowledges and agrees that (i) the sum of Twenty- Five Thousand Dollars ($25,000) (the "Advance") has been disbursed prior to the date hereof pursuant to that certain Third Amendment to Exclusive Negotiating Rights Agreement by and between Agency and Mercy Housing California, a California nonprofit public benefit corporation ("Mercy") dated as of March 1, 2006 (the "ENRA Amendment"), and (ii) the amount of the Advance is included in the principal amount of the Loan. 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. Prepayments shall be applied first to any unpaid late charges and other costs and fees then due, then to accrued but unpaid interest (if any), and then to principal. In no event shall any amount due under this Note