Agmt18 MP Mosaic Garden Associates, L.P.

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$1,100,000.00 Exhibit B (Promissory Note) PROMISSORY NOTE DATE: For value received, MP Mosaic Garden Associates, L.P., a California limited partnership (the "Owner'), hereby promises to pay to the City of Redwood City (the "City"), in United States currency, the principal sum of One Million One Hundred Thousand and no/100 Dollars ($1,100,000.00), together with interest thereon, if applicable, as provided below. 1. Fundinq Agreement This Promissory Note (the "Note') is entered into pursuant to that certain Funding Agreement (the "Agreement") by and between the City and the Owner, dated , 2018. In the event of a conflict between the provisions of this Note and the Agreement, the provisions of the Agreement will govern. Capitalized terms used in this Note will have meanings set forth in the Agreement unless otherwise defined herein. This Note is the "Promissory Note" as defined in the Agreement. 2. Security As security for payment of this Note, the Owner has granted to the City a deed of trust (the "Deed of Trust") on certain property located in the City of Redwood City and the improvements thereon as more fully described in the Agreement (the "Property"), which Deed of Trust will be subordinate only to such security instruments as are approved by the City in its sole discretion. 3. ReDavment Provisions The principal amount under the Note shall bear an interest rate of three percent (3%) simple interestfrom the date the Project has achieved permanent conversion. Payment in full on the Note shall be due on the date which is 55 years from the date of this Note (the "Note Maturity"). b. Annual Davments. Annual payments shall be made from Project's Residual Receipts (defined below), as calculated beginning the first day of the first month after the Project has achieved permanent conversion. Annual payments shall begin upon City receipt of Owner's notification letter ("Notification Letter") that the reserve fund threshold has been met, and shall be equal to the lesser of: (a) City share of 50% of Residual Receipts, with payment amount determined by a pro rata proportion of all public lenders requiring repayment (the City's share of which, shall be calculated pro rata based on the principal balance at the time ATTY/AGR/2018.027/MIDPEN MOSAIC GARDENS (ATHERTON COURT) REV: 02-22-18 JS Page 26 of 41