HomeMy WebLinkAbout2022 CON D Avenue Housing Associates - Kimball Highlands Promissory Note - CDC HA LoanPROMISSORY NOTE
[Kiinball Highlands - CDC -HA Loan]
$1O,482,000hOO As of .11'' , 2022
National City, California
RECITALS
A. WHEREAS, COMMUNITY DE ELOP E T COMMISSION-HOUSIN
AUTHORITY OF THE CITY OF NATIONAL CITY, a public body, corporate and politic
("Lender"), Centro De Salud De La Comunidad De San Ysidro, Inc., dba n Ysidro Health, and
Community HousingWorks, a California nonprofit public benefit corporation entered into that
certain Disposition and Development Agreement (Kimball Highlands Master Plan) dated as of
October 20, 2020 ("DDA");
B. WHEREAS, I. AVENUE HOUSING ASSOCIATES, L.P., a California is limited
partnership ("Borrower") is the affiliate of Community H usingWor s, California nonprofit
public benefit corporation, and Developer is the "Site 1 Owner" and the "Site 2 Owner" as defined
in the DDA, and the
C. WHEREAS, pursuant to the DDA, Lender is making a loan to Borrower in the
arriount. of 10, 2,000.00.
NOW, THEREFORE, FOR VALUE RECEIVED, Borrower promises to pay to the
order of Lender, at 1243 National City Blvd., National City, California 91950, or at such other
place as Lender may from time to time designate in writing, (a) the principal sum of
10,4 2,000 00, with interest from the dates of disbursement of the loan until paid at the rate of
3.0% simple interest, and (b) all fees, costs and expenses payable hereunder.
1. Definitions; Interpretation; Accounting.
1.1 Definitions. Initially capitalized words and terms used in this Note without
definition shall have the meanings ascribed thereto in the DDA or the following definitions, unless.
the context or use clearly requires otherwise:
"Base Rate" means a fluctuating interest rate per annu m as shall be in effect from
tune to time, which rate at all times shall be equal to the rate of interest announced publicly by
Bank of America, I. -1.., from time to time as its base rate.
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"Capital Improvements" means all work and improvements with respect to the
Property for which costs and expenses may be capitalized in accordance with GAAP.
"Cash Flow" means, for the applicable period of time, the remainder of Net
Operating Income less Debt Service,
"Commencement Date" shall mean the earlier of when the Construction has
been as certified by the project architect, or (b) when the Improvements have been placed in
service.
"Commission Deed of Trust" means the Deed of Trust of even date herewith by
which this Note is secured.
"Construction" miens the construction to be performed by Borrower pursuant to
the DDA.
"Debt Service" means scheduled debt service on the Senior Loan and any other
loans approved by Lender whioh are senior to the Commission Deed of Trust.
"Effective Gross Income" means Operating Income after allowance for vacancy
and collection losses
"Executive rector" means the Executive Director of Lender or their designee.
"Fair Market Value" shall have the meaning provided in Section 1263.320. of
the California Code of Civil Procedure or any successor statute thereto.
"Fiscal Year" means the fiscal year of Bonower, which is the calendar year.
"GAAP" has the meaning set forth in Section 1,3 of this Note.
"Improvements"means the improvements to be made to the Property by rro rer4
in accordance with the DDA.
"Net operating Income" means, for the applicable period of tine,. the amount, if
any, by which Operating Income for such period exceeds Operating Expenses paid by or'ro er
during such period. The calculation of Net Operating Income for each Fiscal Year shall be
computed based on GAAP(whether or not Operating Expenses are properly deductible or must be
characterized as a capital expenditure under the Internal Revenue enue Code).
"Net Re nancin Proceeds" means, from time to time, the proceeds of any
Refinancing (less any reserves required by any lender, investor or CAC) in excess of (a) the
amount of any senior obligation or debt secured by the Property and satisfied out of such proceeds,
and (b) the reasonable and customary costs and expenses incurred in connection with such
Refinancing.
"Net Sale Proceeds" means, from time to time, the gross proceeds of a Sale,
irrespective ofthe form of said proceeds, less (a) payment in full ofthe Senior Loan and any other
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loans approved by Lender which are senior to the Commission Deed of Trust, i. t °n of the
cash equity invested in the project by the partners in Borrower, (c) any reserve reasonably
contemplated by Borrower's er's partnership agreement at the time this Note was executed by
Borrower or rewired by TCAC, and (d) reasonable and customary costs and expenses incurred
by Borrower in connection with the subject Sale. If Lender reasonably determines that any Sale
is not made in an arm's length transaction, other than to a generalpartner in orro ver pursuant to
an option or right of first refusal granted to such general partner or its affiliate on or before the
date this Note was executed by Borrower, then instead of the Net Sale Proceeds being the result
of the aforementioned tioned deductions from the gross proceeds of the subject Sale, the Net Sale
Proceeds shall be the result of the aforementioned deductions from the Fair Market et Value of the
Property,
"Official Records" means the Official Records of the County of San Diego,
California,
,
"Operating Expenses" means, for the applicable period of time, all costs and
expenses inclined by Borrower in the ordinary course o.f the management, ownership, andfor
operation of the Property by Borrower, including, without limitation, (a) tax creditsyndication,
partnership management, guaranty, monitoring, asset management and other fees payable to the
partners of Borrower each in the amounts is set forth in the Partnership Agreement as in effect as of
the date of this Note, (b) any credit deficiency payments or tax equivalency payments owed to the
limited partner pursuant to the Partnership Agreement as in effect as of the date of this Note, (c)
all amounts deposited in the reserve fund of the Project for replacements, provided, however, such
amounts shall not, without the prior approval of the Executive Director, which approval shall not
be unreasonably withheld, exceed those amounts deposited as reserves for similar projects in
California, all amounts deposited in the operating reserve fund of the Project, provided,
however, such amounts shall not, without the prior approval of the Executive Director, which
approval shall not be unreasonably withheld, exceed those amounts deposited as operating reserves
for similar projects in California, and a any development fee payable to Developer and approved
.
by the Executive Director, the payment of which has been deferred. With reference to the reserve
fundsreferred to in subdivisions c and (d), above, Lender agrees that any such reserve funds
required by the Senior Lender and/or the Tax Credit Partner shall be deemed reasonable. Debt
Service is not an OperatingExpense. Operating Expenses shall not include any expenses for
Capital Improvements, except for Capital Improvements which are not paid from reserves.
Operating Expenses shall be calculated on a cash basis, The first adjustment ofthe Social Services
Fees shall be made on January I following the date onwhich the Certificate of Completion issues.
"Operating Income" means, for the applicable period of time, all proceeds
received by Bonower from the operation of the Property and from any and all sources resulting
from or attributable to the operation of the Property, including, without limitation, all rentals,
parking receipts, laundry receipts, forfeited Security Deposits, and all expense reimbursements
paid to Borrower by tenants ofthe Property. Operating Income shall be calculated on a cash basis.
Operating Income shall not include any Senior Loan funds, payments for tax credits or the sale of
partnership interests in .orr+over, or proceeds of a casualty loss or condemnation. Operating
Income for the last year of the term of the Ground Lease shall include all amounts, if any,
remaining in the reserve fund of the Project. Operating Income shall also include any funds on
deposit in a reserve fund for the Project in excess of such amounts as are permitted to be included
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as Operating Expenses under this Note, unless such excess amount is required by any lender or
investor.
"Partnership Agreement" means that pertain Amended . and Restated Agreement
of Limited Partnership of the Developer dated substantially concurrently herewith.
DDA.
"Project" means the improvements to be made to the Property pursuant to the
"Property" has the meaning ascribed thereto in the Commission Deed of Trust.
"Recordation Date" means the date on which the Commission Deed of Trust
records in the Official Records.
"Refinancing" means changing the existing financing on the Property, or relating
to the Property, by increasing the amount of the existing mortgage(s), adding one or more
mortgages to the existing mortgage(s), or paying off an existing mortgage or mortgages and
obtaining a new, larger .mortgage or mortgages, A Refinancing maybe in any form, including,
without limitation, debt or a sale and leaseback.
of Trust.
Property.
"Sale" has the meaning set forth in subparagraph 29(d) of the Coi r. fission Deed
"Security Deposits" years all security deposits collected from tenants of the
"Senior Lender" means the holder of the Senior Loan,
"Senior Loan" means that certain construction/permanent loan made to orrower
by Senior Lender, for the Construction and for permanent financing.
"Senior Loan Documents" means the documents evidencing and securing the
Senior Loan.
"Tax Credit Partner" means Bank ofmerrica, N.A. and Banc oAmerica CDC
Special Holding Company, Inc., and their successors and assigns.
1 2 . Interpreta tion. In. this Note, (a) the singular includes the plural andthe plural the
singular; (b) vordsand terns which include a number of constituent parts, things on elements,
unless otherwise specified, shall be construed as referring separately to each constituent part, thing
or element thereof, as well as to all of such constituent parts, things or elements as a whore; (c)
words importing any gender include the other* genders; (d) references to statutes are to be construed
as including all rules and regulations adopted pursuant to the statute referred to and all statutory
provisions consolidating, amending or replacing the statute referred to; e references to
agreements and other contractual instruments shall be deemed to include all subsequent
amendments thereto or changes therein entered into in accordance with their respective terms; s; (f)
the words "hereto" or "herein" or "hereof' or "hereunder" or words of similar import refer to this
Note in its entirety; ety; (g) the words "include" or including" or words of similar import, unless
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otherwise specified herein, shall be deemed ed to be followed by the words "without limitation"; (h)
all references to Articles and Sections, unless otherwise specified, are to the Articles and Sections
of this Note; and (0 headings of Articles and numberings s and headings of Sections and paragraphs
are inserted as a matter of convenienceand shall not affect the construction of this Noted
1.3 Acco ntin a 'r s and Deterni at on.. Unless otherwise specified herein, (a)
all accounting terms used herein shall be interpreted, all accounting determinations hereunder
shall be .made, and (c) all books, records and financial statements required to be delivered
hereunder shall be prepared in accordance with generally accounting prineiples as in effect from
time to time, consistently applied "-AA", except for changes approved by Lender.
24 pisposition and Development Agreement. Notwithstanding any provision to the
contrary set forth in the DDA, an Event of Default by Developer under the DDA shall not be a
default hereunder, and a default hereunder shall not be an Event of Default by Developer under
the DDA.
3. Ground Lease. The principal sums hereunder are being loaned by Lender to Borrower to
finance development of the Property for use as affordable housing pursuant to the Ground Lease.
Notwithstanding any provision to the contrary set forth in the Ground Lease, an Event of Default
by Tenant under the Ground Lease shall not be a defau It hereunder, and a default hereunder shall
not be an Event of Default under the Ground Lease.
4.' z a a - Re and Co e a ts. Borrower will permit the
representatives of Lender at any time or from time to time, upon two 2 business days' notice and
during normal business hours, to inspect, audit and copy all ofBorrower's books, records, and
accounts relating to the Property. Borrower shall furnish or cause to be furnished to Lender the
following:
4.1 Quarterly Statements. As soon as available, and in no event later than forty-five
(45) days after the close of each of the first three calendar quarters of each Fiscal Year,
commencing with the calendar quarter ending, June 30, 2024, financial statements of Borrower,
including a balance sheet and profit -and -loss statement, as at the close of and for such quarter, all
in reasonable detail and prepared in accordance with GA.A ; suchstatements to be accompanied
i.ed
by a certificate signedby a general partner of Borrower to the effect that such statements s fairly
present the financial condition of Borrower as at the date indicated and the results of operations
for the period indicated, subject, however, to year-end audit adjustments;
4.2 Annual Statements. As soon as available, but in no event later than one hundred
twenty 20 days after the close of each Fiscal Year, .financial statements of Borrower, including
a profit -and -loss statement, reconciliation of capital accounts and a consolidated statement of
changes in financial position of Borrower as at the close of and for such Fiscal Year, all in
reasonable detail, certified as provided in clause (a) above by a general partner of Borrower;
4.3 Annual Operating Statements. As soon as available but in no event later than
onehundred twenty (120) days after the close of each Fiscal Year, an "Annual Operating
Statement" showing all Operating Income, Operating Expenses, Debt Service and any other
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amounts taken into consideration in computing Net Operating Income and Cash Flow, if any, for
the subject Fiscal Year, in a form reasonably satisfactory to h Executive Director;
4.4 Tax Returns. As soon as available, but in o event later than at the time oiling
with the Internal Revenue Service, the federal tax returns (and supporting schedules, if any) of
,B o 'rower;
. ►u R „ -rt . Promptly upon receipt thereof, copies of all reports submitted to
Borrower by independent public accountants in connection with each annual, interim or special
audit of the financial statements of or}rower, made by such accountants, including the comment
letter submitted by such accountants to management in connection with their annual audit;
4.6 Noti -& -Certificates or Communications. Immediately upon giving or receipt
thereof, copies of any material ,notices, certificates or other communications given by or on behalf
of orrower or received by or on behalf of orrtrow r from Senior Lender pursuant to or in
connection with any of the Senior Loan Documents, as well as any material notices and other
communications delivered to the Property or to Bonower naming end r+ or the "Construction
Lender." as addressee, or which could reasonably be deemed to affect the construction of the
Improvements or the ability of orrow r to perform its obligations to Lender.
5. Payment* Borrower shall make payment on this Note in accordance with thefollowing:
5.1 Annual Payment. Concurrently with Borrower's delivery of each Annual
Operating Statement to Lender, Borrower shall make payments in the amount of $30,000OO on
this Note to Lender annually, In addition, if, when Borrower delivers each Annual Operating
Statement to Lender pursuant to Subdivision 4.3, above, said Annual Operating Statement shows
that there was Cash Flow for the subject Fiscat Year, or part thereof, Borrower shall make payment
to Lender on account of this Note in the amount of , % of such Cash Flow.
NOTWITHSTANDING THE FOREGOING OR ANYTHING TO THE CONTRARY SET
FORTH HEREIN, NO 'M NTS SHALL BE. DUE UNDER THIS SECTION 5.1 UNTIL
REPAYMENT IN FULL OF ALL PRINCIPAL AND INTEREST ON THAT CERTAIN
PROMISSORY NOTE KIMBALL HIGHLANDS -CAPITALIZED GROUND RENT MADE BY
THE MAKER CONCURRENTLY HEREWITH IN FAVOR THE LENDER IN THE
ORIGINAL PRINCIPAL AMOUNT OF $3,000,000.00.
5.2 Refinancing. As and when there is any e nar cin of the Property, Borrower
shall pay the Net Refinancing Proceeds to Lender on account of this Note to the extent of the
outstanding balance of principal and accrued interest.
,3 Mandatory Prepayments. mn if, upon completion n of
Construction and when an independent audit of the total cost of the development ha.s been prepared
as required by the Tax Credit Allocation Committee, Forms 8609 have been issued by the Tax
Credit Allocation Committee and all final tax credit adjusters have been agreed upon, the
remainder of said total cost of the development and funding of all required reserves less the sum
of (a) the actual syndication proeeeds.of the Federal Low -Income Housing Tax Credits, and (b)
the permanent loan proceeds (whether the product of a take-out or sale of the Senior Loan.) for the
Project is less than 2 , 7 ,000.00, then Borrower shall, in connection with the closing of the
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permanent loan, rate a prepayment to Lender in the amount of such difference, That
notwithstanding, Borrower shall not be obligated under this Section to make all or any part this
payment if to do so would violate any rule or regulation of the Tax Credit Allocation Committee
applicable to the Project, or (b) would jeopardize the Tax Credits for the Project.
5.4 Sale. As and when there is any Sale, Borrower shall pay the Net Sale Proceeds to
Lender on account of this Note to the extent of the outstanding balance of principal and accrued
interest.
. , J ,S l,.ier F ap n . In the event that the Net Sale Proceeds include financing
to be provided by Borivever as a purchase money lender, Lender shall not be obligated to
accept any part of said financing. All or any part of the payment to Lender shalt be made
in cash.
5.4.2 In Kind Consideration. In the event that the Net Sale Proceeds include in
kind consideration, Lender shall not be obligated to acceptany part of such in kind
consideration, but .Borrower shall be entitled to substitute cash for the cash equivalent value
of th.e in kind consideration, The cash equivalent value of the in kind consideration shall
be its Fair Market Value as determined by the Appraisal Process,
6. Distribution of Profits. From and after the Commencement Date, Borrower covenants
and agrees that, except for fees payable as Operating Expenses pursuant to this Note, Borrower
shall not withdraw or distribute to to the partners in Borrower any of the rents, issues and or profits
of the Project for any Fiscal Year unless payment is oncurrentlr made to Lender of the percentage
of such rents, issues and profits payable to Lender pursuant to Section 5.1.
7, Iaturit . This Note shall be all due and payable on the "Maturity Date," which Maturing
Date shall be fifty-five (55) years after issuance of the certificate of occupancy for the
Improvements.
, lictlon. of a meats* Any payments received by elr pursuant to the terms hereof
shall be appliedfirst to sums, other than principal and interest, due Lender pursuant to this Note;
next to the payment ent of all interest accrued to the date of such payment; and the balance, if any, to
th.e payment of principal.
9. Form P rrrerrt. Alt amounts due hereunder are payable in immediately available funds
and lawful monies of the United States of America.
0, Ms to R tv irr Anunal 0 Statement. If Lender disputes any Annual
Operating Statement, Lender shall notify Borrower of such dispute and the parties shall cause their
representatives to meet and confer concerning the dispute and to use all reasonable efforts to reach
a mutually ll acceptable resolution of the matter in question within thirty days after Lender's
notice of such dispute. If the parties are unable to achieve a mutually acceptable resolution within
such 30-day period, then, within twenty 2 days after the expiration of such period, Borrower
and Lender shall appoint a national firm of certified public accountants to review the dispute and
to make a determination as to the matter in question within thiriy days after such appointment.
Ifthe parties cannot, within ten I days, agree on the firm to be appointed, then, upon the
application of either party, such firm m shall be appointed by the Presiding Judge of the Superior
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Court for the County of San Diego, California, Such fi •m's determination shall be final and
binding upon the parties.. Such firm shall_ have full access to the books, records and accounts of
the Borrower rer and the Project. If any audit by Lender reports an underpayment by Borrower on
this Note, Borrower shall pay the amount of any such underpayment, together with the late charge
specified in Section 13 of this Note, to Lender within five 5 days after notice thereof to Borrower
or, in the event of a dispute, after notice to Borrower of the resolution such dispute by the
independent firm of certified public accountants, as the case may be, and, if such underpayment
amounts to more than three percent (3%) of the disputed payment for the period audited, then,
notwithstanding anything to the contrary in this Section, Borrower shall pay to Lender, within five
days after demand, Lender's reasonable costs and expenses .in conducting such audit and
exercising itsrights under Section 10 of this Note(including a reasonable charge for the services
of any employees of Lender conducting such audit and exercising its rights under this Section).
1. Prepayment. At any time, Borrower may prepay in whole or in part, without penalty, the
outstanding principal balance under this Note, together with all accrued and unpaid interest, fees,
costs and expenses payable hereunder.
12. Security. This Note and all amounts payable hereunder are secured by the Commission
Deed of Trust. The terms of the Commission Deed of Trust are incorporated .er in and made a
part hereof to the same extent and with the same force and effect as if fully set forth herein. A
default under any of the provisions of the Commission Deed of Trust shall be a default hereunder,
and a default hereunder shall be a default under the Commission Deed of Trust.
13. Late Payment. If any annual payment of accrued interest and principal is not received by
the Lender within ten (10) calendar days after the installment is due, Borrower shall pay to the
Lender a late charge of five percent (5%) of such payment, such late charge to be immediately due
and payable without demand by Lender.
14. Acceleration and Other Remedies. If:
(a) any payment under this Note is not made when due and Borrower falls to
cure said,default within fifteen days after notice from Lender;
(b) Borrower defaults under any other provision of this Note and Borrower shall
have failed to cure said default within thirty days after notice from Lender, provided,
however, if cure of such default reasonably requires more than thirty 3 days, then,
provided that Borrower commences to cure within such thirty 3 -day period and
thereafter diligently and continuously prosecutes the cure to completion, Borrower shall
not be in default during the cure period;
(c) subject to force majeure, fails to complete the Construction;
(d) there is an event or occurrence which, pursuant to the Commission Deed of
Trust, gives rise to acceleration of the indebtedness evidenced by this Note,
the entire principal amount outstanding hereunder and accrued interest thereon shall atonce
become due and payable, at the option of Lender.
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15. remedies. Upon the occurrence of an event of default and the expiration of any cure
period therefor as provided in this Note without such event of default having been cured, then, at
the option of Lender, the entire balance of principal together with all accrued interest thereon shall,
without demand or notice, but subject to the non -recourse provisions of Section 22 of this Note,
immediately become due and payable. Upon the occurrence of an event of default (and so long as
such event of default shall continue), the entire balance of principal together with all accrued
interest shall thereafter bear interest at the lesser of (a) the .maximum rate permitted law, and
(b) the Base Rate plus three percent (3%) per annum. No delay or omission on the part of Lender
in exercising any tight -under this Note or under the Commission Deed of Trust shall operate as a
waiver of such right,
16. Third Party Cure Ri2hts. Notwithstanding anything to the contrary contained in this
Note, Lender, prior to any action to enforce this Note, shall give the Tax Credit Partner notice a.nd
opportunity to cure for a period of not less than (a) (45) days if a monetary default, and
(b) ninety days if a nonr o etar default; provided, however, if in order to cure such a default
Tax Credit Partner reasonably determines that it must remove the general partner ofBorrower, Tax
.
Credit Partner shall so notify Lender and so long as Tax Credit Partner is diligently and
continuously attempting to so remove such general partner, Tax Credit Partner.* shall have until the
date thirty days after the effective date of the removal al of the general partner or general partners
to cure such default but in no event more than one 1 year.
17. Waiver. Except as otherwise expressly provided herein, Borrower hereby waives
diligence, presentment, protest and dennand, notice of protest, dishonor and nonpayment of this
Note, and expressly agrees that, without in any way affecting the liability of Borrower hereunder,
Lender may extend any maturity date or the time for payment of any installment due hereunder,
accept additional security, release any party liable hereunder and release any security now or
hereafter securing this Note. Borrower further waives, to the full extent permitted l by law, the right
to plead any and all statutes of limitations as a defense to any demand on this Note, or on any deed
of trust, security agreement, lease assignment, guaranty or other agreement now or hereafter
securing this Note.
18,Attorneys' Fees. If this Note is not paid when due or, if any event of default occurs,
Borrower promises to pay all costs of enforcement and colleetion, including but not limited to,
reasonable attorney's fees, whether or not any action or proceeding is brought to enforce the
provisions hereof.
19, Severabilitv. Every provision of this Note is intended to be severable. In the event any
term or provision hereof is declared by a court of competent nt jurisdiction to be illegal or invalid for
any reason whatsoever, such illegality or invalidity shall not affect the balance of the terms and
provisions hereof, which terms and provisions shall regain binding and enforceable.
20. Interest Rate Limitation. Lender and Borrower stipulate and agree that none of the terms
and provisions contained herein or in any of the loan instruments shall ever be construed to create
a contract for the use, forbearance or detention of money requiring payment of interest at a rate in
excess of the maximum interest rate permitted to be charged by the laws of the State of California.
In such event, if any holder of this Note shall collect monies which are deemed to constitute interest
which would otherwise increase the effective interest rate on this Note to a rate in excess of th.e
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maximum imum rate permitted to be charged by the laws of the State of California, all such sums deemed
to constitute interest in excess of such Maximum rate shall, at the option of such holder, be credited
to the payment of the sums due hereunder or returned to Borrower.
21.. Non -Recourse. Notwithstanding anything to the contrary contained in this Note or in the
Commission Deed of 'r*u t rfenh to in this Note, butwithout in any ann r affecting the validity
of this Note or the lien or charge of the Commission Deed of Trust, in the event of any default
under the terms ofthis Note or the Commission Deed of Trust, the sole recourse the Lender for
any and all such defaults shall be by judicial foreclosure or by the exercise of the trustee's power
of sale, or such other appropriate means of enforcing the Commission Deed of Trust, and the
undersigned, and the partners of the undersigned, shall not be peg+s nall r liable for the payment of
this Note or for any other default under the Commission Deed of Trust or for the payment a met of any
deficiency established after judicial foreclosure or trustee's sale under the Commission Deed of
Trust. Notwithstanding the limitations of liability set forth above, Borrower shall be fully liable
for:
(a) Cash Flow payable to Lender pursuant to Section 5.1 but not applied to this
Note.; and
(b) all legal costs and expenses reasonably incurred by Lender in the
enforcement of this Note4
22. a � . Headings at the beginning of each mb red Section of this Note are intended
solely for convenience and are not to be deemed or construed to be a part of this Note.
23. GivingNotice. Unless applicable law requires a different method, any notice that must
be given to Borrower under this Note will be given by mailing it by first class mail to Borrower at
the following address:
Borrower:.
With a copy to:
With a copy to:
D Avenue Housing Associates, L.P.
e o Community o rsingWor s
3111 Camino Del Rio North, Suite 800
San Diego, CA 210
Attention: President and CEO
Downs Pham & Kuei LLP
235 Montgomery Street, 30th Floor
San Francisco, CA 94010
Attention: Irene C. Kuei
Bank of America, N.A.
MA 1-22 -02 -02
225 Franklin Street
Boston, MA 02110
Attention: Asset Management
With a copy to: Banc of America CDC Special Holding Company, Inc.
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With a copy to:
-225-02-02
-o
225 Franklin Street
Boston, MA 02110
Attention: Asset Manag ;rent
Buchalter, a Professional Corporation
1000 Wilshire Boulevard, Suite 1500
Los Angeles, CA 90017
Attn: Michael A. Williamson, Esq.
Matter No: B0965-0654
or at a different address if Borrower gives Lender a notice of that different address.
Any notice that must be given to Lender under this Note will be given by mailing it by first
class nail to Lender at the following address:
1243 National City Blvd.
National City, California 91950
Attention: Executive Director
or at a different address ifLender gives Borrower a notice of that different address.
24. Choice of Law. This Note shall be governed by and construed and enforced in accordance
with the laws of the State of California.
Borrower:
AVENUE HOUSING ASSOCIATES, L.P.,
a California limited partnership
By: CHW D Avenue, LLC, a California.limited liability company
Its: Managing irng eneral Partner
y: Community HousingWorks,
a California nonprofit public benefit corporation
its: sole member and manager
By:
Mary J a n ki
Senior V nt
./AL
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