Agmt 2012 Eden Surf Associates LP

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0 AMENDED AND RESTATED SECURED PROMISSORY NOTE $902,347.95 San Leandro, California February I, 2012 FOR VALUE RECEIVED, F_den 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 Nine Hundred Two Thousand, Three Hundred Forty -Seven and 95/100 Dollars ($902,347.95), 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. The original principal amount of this Amended and Restated Secured Promissory Note (this "Note ") is equal to the sum of (i) Seven Hundred Thousand Dollars ($700,000) which is the principal balance of the Original Note (defined below), and (ii) the sum of Two Hundred Two Thousand, Three Hundred Forty -Seven and 95/100 Dollars ($202,347.95) in interest accrued on the Original Note as of the date hereof. This Note has been executed and delivered pursuant to and in accordance with that certain Affordable Housing 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 an Amended and Restated 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. This Note amends and restates the terms oldie Secured Promissory Note dated as of May 6, 2002 (`Original Note ") which was executed and delivered to City by Citizens' Housing Corporation, a California nonprofit public benefit corporation, and which was subsequently assigned to and assumed by Borrower. This Note is not in payment, novation, satisfaction or cancellation of the indebtedness evidenced by the Original Note, such indebtedness evidenced thereby hereby ratified and confirmed. 1762578.2