RDA Agmt 2009 Scribner Family Partnership Ltd

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Property and the improvements located thereon (the "Improvements"), and a Memorandum of this Agreement (the "Memorandum") which shall be recorded in the Official Records of Alameda County. This Agreement, the Note, the Deed of Trust, and the Memorandum are collectively hereinafter referred to as the "Loan Documents." NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows. ARTICLE I LOAN TERMS 1.1 LOAN AND NOTE. Agency agrees to loan to Owner, and Owner agrees to borrow from and, subject to the provisions of Section 1.2.1, repay to Agency, the sum of Eighty-Five Thousand Dollars ($85,000.00), upon the terms and conditions and for the purposes set forth in this Agreement. The Loan shall be evidenced by the Note which shall be dated as of the Effective Date and executed by Owner substantially in the form attached hereto as Exhibit E. Provided that Owner has complied with all conditions set forth in Section 2.3, the Loan Proceeds shall be disbursed in accordance with Section 2.2 hereof. The Parties agree that the Agency shall disburse Loan Proceeds only for and to the extent necessary for the purposes set forth in Section 2.1. 1.2 INTEREST RATE; REPAYMENT; LOAN FORGIVENESS. The outstanding principal balance of the Note shall bear interest at the rate of three percent (3°I°) simple interest per annum. Provided that Owner is not in default under the Loan Documents, no payments shall be due on the Loan. The entire outstanding principal balance of the Loan together with accrued interest and all other sums due under the Loan Documents shall be payable in full upon the occurrence of an Event of Default or upon Transfer (defined in Section 1.4) of the Property or part thereof without Agency's written consent. 1.2.1 LOAN FORGIVENESS. On the tenth (10th) anniversary of the Effective Date, the entire outstanding balance of the Loan, together with accrued interest, shall be forgiven, provided that no Event of Default has arisen under the Loan Documents. 1.3 SECURITY. As security for repayment of the Note, Owner shall execute the Deed of Trust in favor of Agency as beneficiary pursuant to which Agency shall be provided a lien against the Property and the Improvements. The Deed of Trust shall be dated as of the Effective Date, shall be substantially in the form attached hereto as Exhibit F, and shall be recorded in the official records of Alameda County. Agency shall reconvey the Deed of Trust upon the full repayment of the Loan or upon forgiveness of the Loan pursuant to Section 1.2.1. 1.4 PREPAYMENT; ACCELERATION. (a) Prepayment. The Note or any portion of the outstanding principal balance due under the Note may be prepaid at any time and from time to time, without penalty or premium. Any prepayment of principal must be accompanied by interest accrued but 1172395-2 4 Commercial Rehabilitation Loan Program Owner Participation and Loan Agreement Form; 12-3-08