10B Action 2012 0117 - Laserfiche WebLink

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SECURED PROMISSORY NOTE $100,000 San Leandro, California January _, 2012 FOR VALUE RECEIVED, Eden Surf Associates L.P., a California limited partnership ( "Borrower "), promises to pay to the City of San Leandro, a municipal corporation ( "City "), in lawful money of the United States of America, the principal sum of One Hundred Thousand Dollars ($100,000) or so much thereof as may be advanced by City 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 of this Note 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 that certain Loan Agreement executed by and between Borrower and City, 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 City and encumbering the property described therein. City 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, the Loan Agreement, the Regulatory Agreement and the other City Documents. 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 Subject to adjustment asset forth in this Section, annual payments on this Note shall be payable on a residual receipts basis with Sixty Percent (60 %) of all Surplus Cash (defined below) payable to City toward principal and accrued interest. Notwithstanding any contrary provision of this Note, no payments shall be due on this Note until that certain Amended and Restated Secured Promissory Note dated as of the date hereof and executed by Borrower for the benefit of City in the original principal amount of Dollars ($ ) [$700,000 + interest accrued since 5/6/02] (the "Amended City Note ") has been paid in full. Once both the Amended City Note and the Agency Note (defined in Section 4.2.1 of the Loan Agreement) have been paid in full, then for so long as that certain loan made to Borrower by the County of Alameda (the "County ") in the original principal amount of Two Hundred Fifty Thousand Dollars ($250,000) originated as of the date hereof and secured by a deed of trust for the benefit of County is outstanding, then City's share of Surplus Cash shall be equal to 28.6 %. Payments shall be credited first to any unpaid late charges and other costs and fees then due, then to accrued interest, and then to 1753869.2