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Exhibit C <br /> SECURED PROMISSORY NOTE <br /> (Kottinger Gardens—Phase I) <br /> $ Pleasanton, California <br /> March , 2016 <br /> FOR VALUE RECEIVED, Kottinger Gardens Phase I Associates, L.P., a California <br /> limited partnership ("Borrower"), promises to pay to the City of Pleasanton, a municipal <br /> corporation (the "City"), in lawful money of the United States of America, the principal sum of <br /> [Thirteen Million, Seven Hundred Fifty Thousand Dollars ($13,750,000)] or so much thereof as <br /> may be advanced by City pursuant to the Loan Agreement referred to below, together with <br /> interest on the outstanding principal balance in accordance with the terms and conditions described <br /> herein. Interest shall accrue on the principal balance of this Note outstanding from time to time at <br /> the rate of [Three percent(3%) simple] annual interest. Interest shall be calculated on the basis of a <br /> year of 365 days, and charged for the actual number of days elapsed. <br /> This Secured Promissory Note(this "Note") has been executed and delivered pursuant to <br /> and in accordance with an Affordable Housing Loan Agreement, dated as of the date hereof, <br /> executed by and between City and Borrower(the "Loan Agreement"), and is subject to the <br /> terms and conditions of the Loan Agreement, which is 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 /> This Note supersedes in its entirety that certain Predevelopment Promissory Note in the <br /> original principal amount of Two Million, Eight Hundred Thousand Dollars ($2,800,000 dated as <br /> of November 22, 2013 and executed by Borrower's predecessor in interest, MidPen Housing <br /> Corporation, a California nonprofit public benefit corporation, for the benefit of City(the "Prior <br /> Note"). The original principal amount of this Note is equal to the sum of: (a) [One Million, <br /> One Hundred Six Thousand Dollars ($1,106,000)] which is equal to the outstanding principal <br /> balance of the Prior Note as of the date of this Note, (b) [ Dollars <br /> ($ )] which is equal to the interest accrued under the Prior Note as of the date of this <br /> Note, and(c) [Twelve Million, Six Hundred Forty-Four Thousand Dollars ($12,644,000)] which <br /> is equal to the amount of additional funds to be disbursed to Borrower pursuant to the Loan <br /> Agreement. <br /> This Note is secured by a Deed of Trust, Assignment of Rents, Security Agreement and <br /> Fixture Filing("Deed of Trust") dated as of the date hereof, executed by Borrower for the <br /> benefit of City and encumbering the property described therein. City shall be entitled to the <br /> benefits of the security provided by the Deed of Trust and shall have the right to enforce the <br /> covenants and agreements contained herein, in the Deed of Trust, the Loan Agreement, and the <br /> other City Documents, including without limitation, that certain Affordable Housing Regulatory <br /> Agreement and Declaration of Restrictive Covenants dated as of the date hereof, executed by and <br /> between City and Borrower and recorded in the Official Records of Alameda County (the <br /> "Regulatory Agreement"). The rent restrictions and other requirements set forth in the <br /> OAK 44829-4624-9261 v2 1 <br />