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0 <br /> SECURED PROMISSORY NOTE <br /> $100,000 San Leandro, California <br /> February 1, 2012 <br /> FOR VALUE RECEIVED, Eden Surf Associates L.P., a California limited partnership <br /> ( "Borrower "), promises to pay to the City of San Leandro, a municipal corporation ( "City "), in <br /> lawful money of the United States of America, the principal sum of One Hundred Thousand <br /> Dollars ($I00,000) or so much thereof as may be advanced by City pursuant to the Loan <br /> Agreement referred to below, together with interest on the outstanding principal balance in <br /> accordance with the terms and conditions described herein. Interest shall accrue on the outstanding <br /> principal balance of this Note at a rate equal to three percent (3 %) simple interest per annum, <br /> commencing upon the date of disbursement thereof. Interest shall be calculated on the basis of a <br /> year of 365 days, and charged for the actual number of days elapsed. <br /> This Secured Promissory Note (this "Note ") has been executed and delivered pursuant to <br /> and in accordance with that certain Affordable Housing Loan Agreement executed by and <br /> between Borrower and City, dated as of the date hereof (the "Loan Agreement "), and is subject <br /> to the terms and conditions of the Loan Agreement, which is by this reference incorporated <br /> herein and made a part hereof. Capitalized terms used but not defined herein shall have the <br /> meaning ascribed to such terns in the Loan Agreement. <br /> This Note is secured by an Amended and Restated Deed of Trust, Assignment of Rents, <br /> Security Agreement and Fixture Filing ("Deed of Trust ") dated as of the date hereof, executed <br /> by Borrower for the benefit of City and encumbering the property described therein. City shall <br /> be entitled to the benefits of the security provided by the Deed of Trust and shall have the right <br /> to enforce the covenants and agreements contained herein, in the Deed of Trust, the Loan <br /> Agreement, the Regulatory Agreement and the other City Documents. The Regulatory <br /> Agreement shall remain effective for the full term thereof and shall survive the repayment of this <br /> Note. <br /> 1. PAYMENTS <br /> 1.1 PAYMENT DATES; MATURITY DATE. Subject to adjustment as set forth in <br /> this Section, annual payments on this Note shall be payable on a residual receipts basis with <br /> Sixty Percent (60 %) of all Surplus Cash (defined below) payable to City toward principal and <br /> accrued interest. Notwithstanding any contrary provision of this Note, no payments shall be due <br /> on this Note until that certain Amended and Restated Secured Promissory Note dated as of the <br /> date hereof and executed by Borrower for the benefit of City in the original principal amount of <br /> Nine Hundred Two Thousand, Three Hundred Forty -Seven and 95/100 Dollars ($902,347.95) <br /> (the "Amended City Note ") has been paid in full. Once both the Amended City Note and the <br /> Agency Note (defined in Section 4.2.1 of the Loan Agreement) have been paid in full, then for so <br /> long as that certain loan made to Borrower by the County of Alameda (the "County ") in the <br /> original principal amount of Two Hundred Fifty Thousand Dollars ($250,000) originated as of <br /> the date hereof and secured by a deed of trust for the benefit of County is outstanding, City's <br /> share of Surplus Cash shall be equal to 17.14 %. Payments shall be credited first to any unpaid <br /> 1753869.4 <br />