Agmt 2014 Alameda Housing Associates LP

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PROMISSORY NOTE CITY OF SAN LEANDRO HOME INVESTMENT PARTNERSHIPS ("HOME") PROGRAM $650,000 September 23 2014 San Leandro, California FOR VALUE RECEIVED, Alameda Housing Associates, L.P., a California limited partnership ("Borrower"), promises to pay to the City of San Leandro, a California municipal corporation("City") the principal sum of Six Hundred Fifty Thousand Dollars ($650,000), or so much thereof as may be advanced by City, together with interest as provided herein. The outstanding principal balance of this promissory note (this "Note") shall bear simple interest at the rate of three percent(3%)per annum commencing upon the date of disbursement. 1. Loan. This Note is executed pursuant to that certain HOME Loan Agreement dated as of July 24, 2012 and amended on Sept.23, 2014 and executed by and between Borrower and City (the "Loan Agreement"). Capitalized terms used without definition herein shall have the meanings ascribed to such terms in the Loan Agreement. Borrower will use the proceeds of the Loan for project costs as described in the Loan Agreement(the "Project"). 2. Security. Payment of this Note is secured by an Assignment of Agreements Plans and Specifications between Borrower and City dated June 25, 2009 (the "Assignment Agreement"). Following Borrower's acquisition of the Property,payment of this Note is secured by a Deed of Trust,Assignment of Rents, Security Agreement and Fixture Filing(the "Deed of Trust") dated as of even date herewith and executed by Borrower as Trustor for the benefit of City as Beneficiary. In connection with the Loan,the Borrower and City entered into a Regulatory Agreement(the "Regulatory Agreement") dated as of even date herewith that sets forth certain limitations on household incomes and rent for the HOME assisted units. The Deed of Trust and the Regulatory Agreement shall be recorded against the Property and the Project concurrently with the Construction Closing. 3. Maturity Date; Payments. The entire outstanding principal balance of this Note, together with interest accrued thereon and any other sums accrued hereunder shall be payable in full on the date(the "Maturity Date") which is the earlier of: (i)the fifty-fifth(55th) anniversary of the date upon which the City issues a final certificate of occupancy for the Project, or(ii)the fifty- ninth(59th) anniversary of the date of the Loan Agreement. By no later than June 1 of each year following the issuance of a final certificate of occupancy or equivalent for the Project,Borrower shall pay to City fifty percent(50%)of all Surplus Cash(as defined in and subject to the provisions of Section 1.2(and subsections thereof) of the Loan Agreement)to reduce the indebtedness owed under this Note. Notwithstanding the foregoing, if other public agency lenders (including the City under the OPLA)provide Project financing that requires repayment from residual receipts or surplus cash, then City shall share fifty percent(50%) of the Surplus Cash with such other public agencies in accordance with the program rules and regulations applicable to such public agency loan or in a proportion to be determined by agreement with such agencies. Payments shall be made in lawful money of the United States to City at 835 East 1 144\221\1488736.2