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Exhibit C <br />FORM OF PROMISSORY NOTE <br />$45,000 San Leandro, California <br />June t? , 2024 <br />FOR VALUE RECEIVED, The LOAN RECIPIENT ("Owner") promises to pay to the <br />City of San Leandro, a California charter city ("City"), in lawful money of the United States <br />of America, the principal sum of Forty Five Thousand Dollars ($45,000) (the "Loan"), or <br />so much thereof as may be advanced by City pursuant to the Loan Agreement referred to <br />below, together with interest accrued thereon, in accordance with the terms and conditions <br />described herein. <br />This Secured Promissory Note (this "Note") has been executed and delivered <br />pursuant to an Owner Participation and Loan Agreement dated as of the date hereof by and <br />between Owner and City (the "Loan Agreement'), and is subject to the terms and <br />conditions of the Loan Agreement, which are by this reference incorporated herein and <br />made a part hereof. Capitalized terms used but not defined herein shall have the meaning <br />ascribed to such terms in the Loan Agreement. <br />1. INTEREST RATE; REPAYMENT. The outstanding principal balance of this Note <br />shall bear interest at the rate of three percent (3%) simple interest per annum. The Loan, <br />plus all interest accrued thereon, is due and payable upon an Event of Default under the <br />Loan Agreement or a Transfer in violation of the Loan Agreement. <br />1.1 LOAN FORGIVENESS. On the seventh (7t") anniversary of the date of this <br />Note, the entire outstanding balance of this Note, together with accrued interest, shall be <br />forgiven, provided that no Event of Default or Transfer has arisen under the Loan <br />Documents. <br />1.2 DUE ON SALE OR DEFAULT. The entire unpaid principal balance and all <br />sums accrued hereunder shall be immediately due and payable upon the Transfer (as <br />defined in Section 1.4 of the Loan Agreement) absent City consent, of all or any part of the <br />Premises or the Improvements, or any interest therein or upon the occurrence of an Event <br />of Default under the Loan Documents, subject to the expiration of any applicable cure <br />period. <br />1.3 PREPAYMENT. Owner may, without premium or penalty, at any time and <br />from time to time, prepay all or any portion of the outstanding principal balance due under <br />this Note. Prepayments shall be applied first to any unpaid late charges and other costs <br />and fees then due, then to accrued but unpaid interest, if any, and then to principal. In no <br />event shall any amount due under this Note become subject to any rights of offset, <br />deduction or counterclaim on the part of Owner. <br />C-1 <br />