RDA Agmt 2011 Las Palmas Development Partners

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and repay to Agency the sum of Fifty Thousand Dollars ($50,000). Borrower's obligation to repay the Loan shall be evidenced by a Secured Promissory Note, dated as of the Effective Date and executed by Borrower substantially in the form attached hereto as Exhibit B (the "Note "). 1.2 Interest; Maturity Date. Interest shall accrue on the outstanding principal balance of the Note at three percent (3 %) simple annual interest. The outstanding principal balance of the Note and all other sums due pursuant to the Note shall be payable in full on the date (the "Maturity Date ") which is the fifty -fifth (55 anniversary of the date of the Note. 1.3 Security for the Loan. The Note shall be secured by a Deed of Trust (the "Deed of Trust ") executed by Borrower substantially in the form attached hereto as Exhibit D and recorded against the Property. 1.4 Use of Loan Proceeds. The proceeds of the Loan shall be used solely and exclusively for costs incurred in connection with the operation and management of the Project, including without limitation, asset management fees and costs incurred by Borrower's general partner. 1.5 Disbursement of Loan Proceeds. Upon Borrower's satisfaction of the conditions set forth in Section 1.6, provided that Borrower has provided Agency with a written requisition that specifies the amount and use of the requested funds and Borrower's certification that the funds requested will be used solely for purposes consistent with this Agreement and as described in the requisition, and such other documentation as Agency may reasonably require, the Agency shall disburse the Loan Proceeds in the amounts and for the items set forth in the requisition. 1.6 Conditions Precedent to Disbursement of Funds. Agency's obligation to disburse the Loan Proceeds is conditioned upon satisfaction of all of the following conditions: (i) Borrower's execution and delivery to the Agency of this Agreement, the Note, the Regulatory Agreement and the Deed of Trust (collectively, the "Agency Documents "); (ii) Recordation of the Regulatory Agreement, the Notice attached as an exhibit to the Regulatory Agreement, and the Deed of Trust in the Official Records of Alameda County; (iii) Borrower's delivery to the Agency of evidence of insurance coverage in the form and in such amounts as specified in Exhibit E attached hereto; and (iv) Borrower's delivery to Agency of certified copies of each of the following: Borrower's LP -1 and LP -2, Borrower's partnership agreement as amended, 1582106.2 2