Agmt 2017 BAL Theater/San Leandro Curtain Call Performing Arts Loan Agreement

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SECURED PROMISSORY NOTE $150,000 San Leandro, California 1 2017 FOR VALUE RECEIVED San Leandro Curtain Call Performing Arts ("Operator") promises to pay to the City of San Leandro, a California charter city ("City"), in lawful money of the United States of America, the principal sum of one hundred and fifty thousand dollars ($150.000), or so much thereof as may be advanced by City pursuant to the Loan Agreement referred to below, in accordance with the terms and conditions described herein. This Secured Promissory Note (this "Note") has been executed and delivered pursuant to an Operator Participation and Loan Agreement dated as of the date hereof by and between Operator and City (the "Loan Agreement"), and is subject to the terms and conditions of the Loan Agreement, which are by this reference incorporated herein and made a part hereof. The Note and the Loan Agreement are collectively referred to as the "Loan Documents." Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Loan Agreement. 1. INTEREST RATE; REPAYMENT; LOAN FORGIVENESS. The outstanding principal balance of this Note shall accrue interest at the rate of three percent (3%) simple interest per annum. Provided that Operator is not in default under the Loan Documents, no payments shall be due on this Note. 1.1 LOAN FORGIVENESS. On the third (3rd) anniversary of the date of this Note, the entire outstanding balance of this Note, together with accrued interest, shall be forgiven, provided that no Event of Default has arisen under the Loan Documents. 1.2 DUE ON SALE OR DEFAULT. The entire unpaid principal balance and all sums accrued hereunder shall be immediately due and payable upon the Transfer(as defined in Section 1.4 of the Loan Agreement) absent City consent, of all or any part of the Property or the Improvements, or any interest therein or upon the occurrence of an Event of Default under the Loan Documents, subject to the expiration of any applicable cure period. 1.3 PREPAYMENT. Operator may, without premium or penalty, at any time and from time to time, prepay all or any portion of the outstanding principal balance due under this Note. Prepayments shall be applied first to any unpaid late charges and other costs and fees then due, then to accrued but unpaid interest, if any, and then to principal. In no event shall any amount due under this Note become subject to any rights of offset, deduction or counterclaim on the part of Operator. 1.4 MANNER OF PAYMENT. All payments on this Note shall be made to City at 835 East 14th Street, San Leandro, CA 94577, or such other place as City shall designate to Operator in writing, or by wire transfer of immediately available funds to an account designated by City in writing.