RDA Agmt 2011 Las Palmas Development Partners

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SECURED PROMISSORY NOTE $50,000 San Leandro, California February 7, 2011 FOR VALUE RECEIVED, Las Palmas Development Partners, a California limited partnership ( "Borrower "), 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 Fifty Thousand Dollars ($50,000) or so much thereof as may be advanced by Agency pursuant to the 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 an Affordable Housing Loan Agreement executed by and between Borrower and the Agency dated as of the date hereof (the "Loan Agreement "), and is subject to the terms and conditions of the Loan Agreement, which is 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 Borrower 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 Loan Agreement, and the Regulatory Agreement. The Regulatory Agreement shall remain effective for the full term thereof and shall survive the repayment of this Note. PAYMENTS 1.1 PAYMENT DATES; MATURITY DATE. The entire outstanding principal balance of this Note together with interest accrued thereon shall be payable on the date (the "Maturity Date ") which is the fifty -fifth (55 anniversary of the date of this Note. All payments including any prepayments shall be credited first to any unpaid late charges and other costs and fees then due, then to accrued interest, and then to principal. In no event shall any amount due under this Note become subject to any rights, offset, deduction or counterclaim on the part of Borrower. 1.2 DUE ON TRANSFER OR SALE. The entire unpaid principal balance and all interest and other sums accrued hereunder shall be due and payable upon the sale, assignment or other conveyance ( "Transfer ") absent Agency consent, of all or any part 1582083.2