Agmt 2013 San Leandro Unified School District SLUSD

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Loan Agreement between City and SLUSD Years 11 -15: 5% simple interest per annum The entire outstanding principal balance of the Loan together with interest accrued thereon and all other sums due under the Note shall be payable in accordance with the amortization schedule attached hereto as Exhibit B. The District may prepay the Loan in whole or in part at any time without penalty or premium. Partial prepayments shall be applied first to accrued interest and then to principal. District may transfer real property to City, the value of which, as determined by the City, may be applied as a prepayment of loan principal. If such a transfer of real property occurs, the amortization schedule in Exhibit B shall be re-adjusted by City to reflect the application of the value of the real property received to the Loan principal. 3. Subordination. Notwithstanding any contrary provision hereof, the Parties agree that the District's obligation to repay the Loan shall not be subordinate to any other instrument or indebtedness of the District, whether or not such instrument or indebtedness is related to the District's purchase of the Property. 4. Use of Loan Proceeds. The Loan proceeds shall be used solely for the purchase of the Property. The Parties agree that the Property shall be used for the District's educational and administrative purposes during the Term of this Agreement. In the event the Property ceases to be used by the District for educational purposes, or is sold, transferred, or otherwise disposed of by the District, all Loan principal and interest shall immediately come due and payable. The Parties understand and agree that City shall bear no duty or have any responsibility for the maintenance, upkeep, insurance or repair of the Property. 5. Parties Not Co-Venturers. Nothing in this Agreement is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another. 6. Amendments. No amendment to or modification of this Agreement shall be effective unless and until such amendment or modification is in writing, properly approved in accordance with applicable law and procedures, and executed by the Parties. 7. Non-Liability of Officials, Employees and Agents. No member, official, employee or agent of the District shall be personally liable to City in the event of any default or breach by the District, or for any amount of money which may become due to City or its successor, or for any obligation of District under this Agreement. 8. No Third Party Beneficiaries. There shall be no third party beneficiaries to this Agreement. 2