AgdaPkt 2020-07-13 Special Joint SA PFA

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6.113. - Page 101 of 177 EXHIBIT F PROMISSORY NOTE (353 Main Street) $3,500,000 Redwood City, California June , 2020 FOR VALUE RECEIVED, 353 MAIN STREET APARTMENTS, L.P., a California limited partnership ("Borrower"), promises to pay to the CITY OF REDWOOD CITY, a California charter city ("Holder") the principal sum of Three Million Five Hundred Thousand Dollars ($3,500,000) or so much thereof as is disbursed pursuant to the Loan Agreement (as defined in Section 1 below). All capitalized terms used but not defined in this Note have the meanings set forth in the Loan Agreement. 1. Borrower's Obligation. This Note evidences the Borrower's obligation to pay the Holder the principal amount of Three Million Five Hundred Thousand Dollars ($3,500,000) for the funds loaned to Borrower by Holder (the "Loan"). The Borrower intends to use the Loan funds to finance construction costs of the Development, pursuant to that certain Loan Agreement dated as of June _, 2020, as such may be amended from time to time, by and between Borrower and Holder (collectively, the "Loan Agreement"). 2. Interest. The Loan will bear simple interest at three percent (3%) per annum; provided, however, in the event of an uncured Developer Event of Default under the City Loan Documents and the failure of the Borrower to cure the same within the time specified in the City Loan Documents, interest shall accrue following the Developer Event of Default at the default rate of the lesser of ten percent (10%), compounded annually, or the highest rate permitted by law. 3. Term and Repayment Requirements. Payments due under this Note are due in accordance with this Note and as set forth in Section 3.5 of the Loan Agreement. In any event, the unpaid principal balance is due and payable not later than the expiration of the Term of the Loan Agreement. Repayment of this Note shall be non-recourse to the Borrower pursuant to Section 3.10 of the Loan Agreement 4. No Assumption. This Note is not assumable by the successors and assigns of Borrower without the prior written consent of the Holder except as provided in the Loan Agreement. 5. Security. This Note is secured by the Assignment of Collateral Documents, dated concurrently with the Loan Agreement (the "Assignment") and the Loan Deed of Trust executed concurrently herewith. 6. Terms of Payment. (a) Borrower shall make all payments due under this Note in currency of the United States of America to Holder at the City of Redwood City, 1017 Middlefield Road, Redwood City, CA 94063, Attention: City Manager, or such other place as Holder may from 1199\09\2723508.1 ATTY/AGR.2020.100/353 Main Street Apartments LP (Page 94 of 143) 130