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<br />1 <br />144\221\1488736.2 <br />PROMISSORY NOTE <br />CITY OF SAN LEANDRO <br />HOME INVESTMENT PARTNERSHIPS ("HOME") PROGRAM <br /> <br /> <br />$650,000 _______________, 2014 <br /> San Leandro, California <br /> <br /> FOR VALUE RECEIVED, Alameda Housing Associates, L.P., a California limited <br />partnership ("Borrower"), promises to pay to the City of San Leandro, a California municipal <br />corporation ("City") the principal sum of Six Hundred Fifty Thousand Dollars ($650,000), or so <br />much thereof as may be advanced by City, together with interest as provided herein. The <br />outstanding principal balance of this promissory note (this "Note") shall bear simple interest at <br />the rate of three percent (3%) per annum commencing upon the date of disbursement. <br />1. Loan. This Note is executed pursuant to that certain HOME Loan Agreement dated as of <br />July 24, 2012 and amended on ______, 2014 and executed by and between Borrower and City <br />(the "Loan Agreement"). Capitalized terms used without definition herein shall have the <br />meanings ascribed to such terms in the Loan Agreement. Borrower will use the proceeds of the <br />Loan for project costs as described in the Loan Agreement (the "Project"). <br />2. Security. Payment of this Note is secured by an Assignment of Agreements Plans and <br />Specifications between Borrower and City dated June 25, 2009 (the "Assignment Agreement"). <br />Following Borrower’s acquisition of the Property, payment of this Note is secured by a Deed of <br />Trust, Assignment of Rents, Security Agreement and Fixture Filing (the "Deed of Trust") dated <br />as of even date herewith and executed by Borrower as Trustor for the benefit of City as <br />Beneficiary. In connection with the Loan, the Borrower and City entered into a Regulatory <br />Agreement (the "Regulatory Agreement") dated as of even date herewith that sets forth certain <br />limitations on household incomes and rent for the HOME assisted units. The Deed of Trust and <br />the Regulatory Agreement shall be recorded against the Property and the Project concurrently <br />with the Construction Closing. <br />3. Maturity Date; Payments. The entire outstanding principal balance of this Note, together <br />with interest accrued thereon and any other sums accrued hereunder shall be payable in full on <br />the date (the "Maturity Date") which is the earlier of: (i) the fifty-fifth (55th) anniversary of the <br />date upon which the City issues a final certificate of occupancy for the Project, or (ii) the fifty- <br />ninth (59th) anniversary of the date of the Loan Agreement. By no later than June 1 of each year <br />following the issuance of a final certificate of occupancy or equivalent for the Project, Borrower <br />shall pay to City fifty percent (50%) of all Surplus Cash (as defined in and subject to the <br />provisions of Section 1.2 (and subsections thereof) of the Loan Agreement) to reduce the <br />indebtedness owed under this Note. Notwithstanding the foregoing, if other public agency <br />lenders (including the City under the OPLA) provide Project financing that requires repayment <br />from residual receipts or surplus cash, then City shall share fifty percent (50%) of the Surplus <br />Cash with such other public agencies in accordance with the program rules and regulations <br />applicable to such public agency loan or in a proportion to be determined by agreement with <br />such agencies. Payments shall be made in lawful money of the United States to City at 835 East