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1 <br />SECURED PROMISSORY NOTE <br />(15101 Washington Ave - Affordable Housing Asset Fund Loan) <br />$1,635,040 San Leandro, California <br /> ______________, 2022 <br />FOR VALUE RECEIVED, WASHINGTON AVENUE, L.P., a California limited <br />partnership (“Borrower”), promises to pay to the City of San Leandro, a California charter <br />city (“City”), in lawful money of the United States of America, the principal sum of One <br />Million Six Hundred Thirty Five Thousand Forty Dollars ($1,635,040) or so much thereof as <br />may be advanced by City pursuant to the Loan Agreement referred to below, together with <br />interest on the outstanding principal balance in accordance with the terms and conditions <br />described herein. Interest shall accrue on the outstanding principal balance at a rate equal to <br />three percent (3%) simple interest per annum, commencing upon the date of disbursement <br />thereof. Interest shall be calculated on the basis of a year of 365 days, and charged for the actual <br />number of days elapsed. <br />This Secured Promissory Note (this “Note”) has been executed and delivered <br />pursuant to and in accordance with an Loan Agreement executed by and between Borrower <br />and City, dated as of DATE (the “Loan Agreement”), and is subject to the terms and <br />conditions of the Loan Agreement, which is by this reference incorporated herein and made a <br />part hereof. Capitalized terms used but not defined herein shall have the meaning ascribed to <br />such terms in the Loan Agreement. <br />This Note is secured by a Deed of Trust, Assignment of Rents, Security Agreement <br />and Fixture Filing (“Deed of Trust”) dated as of the date hereof, executed by Borrower for <br />the benefit of City and encumbering the property described therein. City shall be entitled to <br />the benefits of the security provided by the Deed of Trust and shall have the right to enforce <br />the covenants and agreements contained herein, in the Regulatory Agreement, and the Loan <br />Agreement. The Regulatory Agreement shall remain effective for the full term thereof and <br />shall survive the repayment of this Note. <br />PAYMENTS <br />1.1 PAYMENT DATES; MATURITY DATE. All payments on this Note shall <br />be deferred until the Maturity Date. The entire outstanding principal balance of this Note, <br />together with interest accrued thereon and any other sums accrued hereunder shall be payable <br />in full on the fifty-fifth (55th) anniversary of the date upon which City issues a final certificate <br />of occupancy for the Project (“Maturity Date”). <br />1.2 DUE ON SALE. The entire unpaid principal balance and all interest and other <br />sums accrued hereunder shall be due and payable upon the Transfer (as defined in Section 7.2 <br />of the Loan Agreement) absent City consent, of all or any part of the Project or the Property <br />or any interest therein other than a Transfer permitted without City consent pursuant to the <br />Loan Agreement. Without limiting the generality of the foregoing, this Note shall not be <br />assumable without City’s prior written consent, which consent may be granted or denied in <br />City’s sole discretion; provided however, this Note may be assumed in connection with a <br />permitted transfer as described in Section 7.3 of the Loan Agreement.