AgdaPkt 2015-11-09 Closed and Joint SA PFA

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ATTY/AGR/2015/AMENDMENTS/AMEND NO.1 – OMNIBUS LOAN DOCUMENTS CITY CENTER PLAZA REV: 10-23-15 VR OAK #4827-0422-4297 v2 Page 8 of 24 loans senior to Payee’s lien (other than the bridge loan), partnership management fee not to exceed [for each of next three blanks, insert new amount consistent with applicable formula under Original Note] $___________ increasing by 3% annually, the property management fee of $______ per unit per month (increasing by a maximum of 5% annually) and other expenses of a manager, the asset management fee of $_______ increasing by 3% annually, payable to an affiliate of the investor limited partner, and the deferred developer’s fee. Payments shall be applied first to interest, then to principal. On or before May 1 of each year, Maker shall submit to Payee an audited statement of income and expenses for the preceding calendar year for purposes of determining the amount of residual receipts for such year. 5. Payment shall be made in lawful money of the United States to Payee at P.O. Box 391, Redwood City, California 94064. The place of payment may be changed from time to time as the Payee may from time to time designate in writing. 6. Maker may prepay this Note in whole or in part, at any time. Any prepayment will be applied first to any unpaid collection costs, then to accrued and unpaid interest, and then to principal. 7. The occurrence of any of the following shall constitute an event of default under this Note: (i) any failure by Maker to pay any amount due hereunder within fifteen (15) days of its due date; or (ii) any default by Maker under the Deed of Trust, the DDA or the Affordable Housing Covenant after expiration of notice and applicable cure period. Upon the occurrence of any event of default, or at any time thereafter, at the option of Payee, the entire unpaid principal and interest owing on this Note shall become immediately due and payable. This option may be exercised at any time following any such event, and the acceptance of one or more installments thereafter shall not constitute a waiver of Payee’s option. Payee’s failure to exercise such option shall not constitute a waiver of such option with respect to any subsequent event. Payee’s failure in the exercise of any other right or remedy hereunder or under any agreement which secures the indebtedness or is related thereto shall not affect any right or remedy and no single or partial exercise of any such right or remedy shall preclude any further exercise thereof. 8. Payee shall not exercise any right or remedy provided for herein because of any default of Maker unless, in the event of a monetary default, Maker shall have failed to pay the outstanding sums within a period of thirty (30) calendar days after notice that payment was due, or in the event of a nonmonetary default, Payee shall have first given written notice thereof to Maker and Maker shall have failed to cure the nonmonetary default within a period of thirty (30) days after the giving of such notice of such default; provided that if the nonmonetary default cannot be cured within thirty (30) days and Maker proceeds diligently with efforts to cure such default until it shall be fully cured within no more than sixty (60) days after the giving of such notice, Payee shall not exercise any right or remedy provided for herein until such sixty (60) day period shall expire; provided, however, Payee shall not be required to give any such notice or to allow any part of the grace period if Maker shall have filed a petition in bankruptcy or for reorganization or a bill in equity or otherwise initiated proceedings for the appointment of a 6.3.A. - Page 16