RDA Agmt 2009 Munteanu_Gavril etc

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i a SECURED PROMISSORY NOTE $25,307 Sa Leandro, California JW.,G .S~ , 2009 FOR VALUE RECEIVED, Gavril and Lavina Munteanu ("Owner") 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 Twenty Five Thousand Three Hundred and Seven Dollars ($25,307), or so much thereof as may be advanced by Agency pursuant to the Loan Agreement referred to below, in accordance with the terms and conditions described herein. This Secured Promissory Note (this "Note") has been executed and delivered pursuant to an Owner Participation and Loan Agreement dated as of the date hereof by and between Owner and Agency (the "Loan Agreement"), and is subject to the terms and conditions of the Loan Agreement, 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 Loan Agreement. This Note is secured by a Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing ("Deed of Trust") dated as of the date hereof, executed by Owner for the benefit of Agency and encumbering the property described therein. Agency shall be entitled to the benefits of the security provided by the Deed of Trust and shall have the right to enforce the covenants and agreements contained herein, in the Deed of Trust and the Loan Agreement. 1. INTEREST RATE; REPAYMENT; LOAN FORGIVENESS. The outstanding principal balance of this Note shall bear interest at the rate of three percent (3%) simple interest per annum. Provided that Owner is not in default under the Loan Documents, no payments shall be due on this Note. 1.1 LOAN FORGIVENESS. On the tenth (10th) anniversary of the date of this Note, the entire outstanding balance of this Note, together with accrued interest, shall be forgiven, provided that no Event of Default has arisen under the Loan Documents. 1.2 DUE ON SALE OR DEFAULT. The entire unpaid principal balance and all sums accrued hereunder shall be immediately due and payable upon the Transfer (as defined in Section 1.4 of the Loan Agreement) absent Agency consent, of all or any part of the Property or the Improvements, or any interest therein or upon the occurrence of an Event of Default under the Loan Documents, subject to the expiration of any applicable cure period. 1.3 PREPAYMENT. Owner 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 become subject to any rights of offset, deduction or counterclaim on the part of Owner. 1172237-2