AgdaPkt 2019-05-20 Joint SA PFA - Laserfiche WebLink

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6.B. - Page 17 of 46 This Note is secured by an Amended and Restated Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing ("Deed of Trust") dated as of May 1, 2019, executed by Borrower as trustor for the benefit of City, and encumbering the property described therein. City shall be entitled to the benefits of the security provided by the Deed of Trust, and shall have the right to enforce the covenants and agreements contained herein, in the Deed of Trust, the Loan Agreement, and the other City Documents, including without limitation, that certain Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants dated as of the date hereof, executed by and between City and Borrower, and recorded in the Official Records (the "Regulatory Agreement"). The rent restrictions and other requirements set forth in the Regulatory Agreement shall remain effective for the full term of the Regulatory Agreement and shall survive the repayment of this Note. Concurrently herewith, the City is making an additional loan to Borrower in the amount of Five Hundred Thousand Dollars ($500,000) (the "Additional City Loan"). The Additional City Loan will be evidenced by a Secured Promissory Note (the "Additional Note") and will be secured by a deed of trust (the "Additional Deed of Trust"). The Loan Agreement, this Note, the Additional Note, the Regulatory Agreement, the Deed of Trust, and the Additional Deed of Trust are collectively referred to herein as the "City Documents." 1. PAYMENTS. 1.1 PAYMENT DATES; MATURITY DATE. No periodic payments are due under this Note. The entire outstanding principal balance of this Note, together with interest accrued thereon and all other sums accrued hereunder, shall be due and payable in full in one lump sum on the date (the "Maturity Date") which is the earlier of (i) the fifty-fifth (55th) anniversary of the date upon which the Project construction financing converts to permanent financing, and (ii) the fifty-seventh (57th) anniversary of the date hereof. 1.2 DUE ON SALE. The entire unpaid principal balance and all interest and other sums accrued hereunder shall be due and payable upon the Transfer (as defined in the Regulatory Agreement) absent City consent, of all or any part of the Project or the Property or any interest therein other than a Transfer permitted without City consent pursuant to the Regulatory Agreement. Without limiting the generality of the foregoing, this Note shall not be assumable without City's prior written consent, which consent may be granted or denied in City's sole discretion. 1.3 PREPAYMENT. Borrower 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, provided that each such prepayment is accompanied by accrued interest on the amount of principal prepaid calculated to the date of such prepayment. Prepayments shall be applied first to any unpaid late charges and other costs and fees then due, then to accrued but unpaid interest, and then to principal. The Regulatory Agreement shall remain in full force for the entire term thereof regardless of any prepayment of this Note. 1.4 MANNER OF PAYMENT. All payments of principal and interest on this Note shall be made to City at 1017 Middlefield Road, Redwood City, CA 94063 or such other place as REV: 05-10-19 DZ Page 2 of 7 ATTY/AGR.2019.119/Redwood Oaks Associates 11 LP - Promissory Note 45