10B Action 2009 0406 - Laserfiche WebLink

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giving written notice of such termination to the Agency on or prior to the maturity date of the Predevelopment Note: (i) The fee owner of the Property and the City have failed to enter into an agreement which provides the fee owner with a unit for unit credit toward the total inclusionary housing requirement applicable to the proposed The Cornerstone at San Leandro Crossings and subsequent phases of development as described in Recital B of this Agreement; (ii) The Developer does not receive the governmental approvals required for the development of the Project, despite the Developer's good faith efforts to obtain such approvals; (iii) The cost to undertake remediation work with respect to Hazardous Materials or to address other physical conditions of the Property make development of the Project financially infeasible; (iv) The Developer does not receive commitments for all financing necessary to acquire and construct the Project despite the Developer's good faith efforts to obtain such financing; or (v) The fee owner of the Property fails to transfer a leasehold interest in the Property to Developer in breach of Developer's option agreement to acquire such interest, provided that Developer is not also in default under such agreement. If Developer elects to terminate the Agreement pursuant to this Section 4.1.2(b), the Agency shall forgive all funds owed under the Predevelopment Note. 4.1.3 Construction/Permanent Loan. The Agency's construction/permanent loan for the Project (the "Loan") shall be evidenced by a Secured Promissory Note in the amount of the Agency Funds (the "Note") dated as of the closing date for the Loan (the "Closing Date") and executed by Developer substantially in the form attached hereto as Exhibit E-2. The Note shall be secured by a Leasehold Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing (the "Deed of Trust") executed by Developer as Trustor for the benefit of Agency substantially in the form attached hereto as Exhibit F and recorded against Developer's leasehold interest in the Property. Provided that Developer has complied with all conditions precedent to disbursement of the Loan set forth in Section 4.5.2, the proceeds of the Loan ("Loan Proceeds") shall be disbursed in accordance with Section 4.4 hereof. Developer shall be permitted to use the Loan Proceeds only for the purposes set forth in Section 4.4. 4.2 Interest Rate; Payment Dates; Maturity Date. The outstanding principal balance of the Note will bear interest at three percent (3%) simple annual interest commencing upon the date of disbursement. Annual payments shall be due and payable on a residual receipts basis in accordance with the formula set forth in the Note. The entire outstanding principal balance of the Loan together with accrued interest and all other sums due under the Agency Documents shall be payable in full on the earlier of (i) the fifty-fifth (55`h) anniversary of the date of issuance 1178986-5 1C