Agmt 2009 Alameda County Allied Housing Program

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SECURED PROMISSORY NOTE ~~oa,ooo.oo San Leandro, California June 16, 2009 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 Four Hundred Thousand Dollars ($400,000.00) or so much thereof as may be advanced by City pursuant to the City 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 May 3, 2006 (the "OPA"}, (ii) a Loan Agreement dated as of-May 3, 2006 by and between Borrower and City and a First Amendment thereto, dated concurrently herewith (as so amended, the "City Loan Agreement"), and {iii} an Amended and Restated Affordable Housing Regulatory Agreement with Declaration of Restrictive Covenants by and among the City, the Agency and the Borrawex (the "Regulatory Agreement"} executed as of the date hereof and to be recorded in the Official Records of Alameda County, and is subject to the terms and conditions of the OPA, the City Loan Agreement, and the Regulatory Agreement, all of which are by this reference incorporated herein and made a part hereo£ Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the OPA. This Note is secured by that certain Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing {"City Deed of Trust") dated as of Apri126, 2006 and recorded in the Official Records on May 5, 2006 as Instrument No. 2006181158, executed by Borrower far the benefit of City and encumbering the property described therein. City shall be entitled to the benefits of the 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. SECURED PROMISSORY NOTE MISSION BELL APARTMENTS 1232840.4