HOME OWNER ASSISTANCE PROGRAM SILENT SECOND LOAN PROMISSORY NOTE SECURED BY A DEED OF TRUST. Corona, California. Principal Amount: Date of Loan:

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1 HOME OWNER ASSISTANCE PROGRAM SILENT SECOND LOAN PROMISSORY NOTE SECURED BY A DEED OF TRUST Corona, California Principal Amount: Date of Loan: FOR VALUE RECEIVED, the undersigned ( Maker ) promises to pay to the City of Corona, a California municipal corporation ( City ) at 400 S. Vicentia Avenue, Suite 310, Corona, California, 92882, or at such place as the City may, from time to time, designate by written notice to the Maker, the principal sum of [***INSERT DOLLAR AMOUNT IN WRITTEN AND NUMBER FORM, i.e., Sixty Seven Thousand Dollars ($67,000)] together with the Equity Share, if any, any interest on the principal amount due hereunder that is due and payable upon an Event of Default (defined below), and any share of the Partial Net Sales Proceeds that the City may be entitled to pursuant to Section 2.9 of the Loan Agreement With Affordability Covenants and Restrictions. 1. Purpose of Loan. This Promissory Note is made and given pursuant to Section 2.2 of the Loan Agreement With Affordability Covenants and Restrictions by and between the City and the Qualified Homebuyer of even date herewith ( Covenant Agreement ) incorporated herein by reference. All initially capitalized terms used but not defined herein shall have the meanings given to them in the Covenant Agreement. 2. Secured Obligation. This Promissory Note is made to evidence the Maker s obligation to repay a loan made by City to Maker for the acquisition of that certain real property ( Silent Second Loan ) located at [ ], City of Corona, County of Riverside, State of California (Assessor Parcel No. ) (the Property ), which is encumbered by that deed of trust of even date herewith, with Maker as Trustor, [***INSERT TITLE COMPANY***] as Trustee and the City as Beneficiary (the Subordinated Deed of Trust ) to secure the principal amount of this Promissory Note, any Equity Share, any interest on the principal amount due hereunder that is due and payable upon an Event of Default, plus any share of the Partial Net Sales Proceeds that the City may be entitled to pursuant to the Covenant Agreement. 3. Term of Loan, No Periodic Payments and Right of Agreement, Prepayment Maturity Date. Unless due at an earlier time by virtue of the acceleration of the balance hereof in accordance with Section 6 hereof, all unpaid principal shall be due and payable on the thirtieth (30th) anniversary of the Delivery Date ( Maturity Date ). Maker acknowledges and agrees that any payment not amounting to full payment of principal, the Equity Share, if any, or and any interest on the principal amount due hereunder that is due and payable upon an Event of Default, shall not release Maker or its successors and assigns from the affordability restrictions and the occupancy restrictions set forth in Section 2.5 of the Covenant Agreement No Periodic Payments or Interest Accrual Prior to Event of Default or Maturity Date. So long as no Event of Default occurs prior to the Maturity Date, Maker shall not be obligated to pay periodic payments of principal and/or interest on the original principal amount of this Promissory Note prior to the Maturity Date Prepayment. This Promissory Note may be prepaid in whole or part at any time and from time to time without penalty or premium. Page 1 of 7

2 4. Repayment of Note. Principal and interest shall be payable in lawful money of the United States of America. 5. Payment of Interest. Upon an Event of Default, Maker shall be obligated to pay interest, computed using the exact interest method, on the principal amount of this Promissory Note that has accrued from the date hereunder until the Event of Default Amount of Interest. All interest on the principal amount of this Promissory Note due and payable upon an Event of Default shall bear simple interest of five percent (5%) per annum Calculation of Interest. Interest shall be computed based on a year of three hundred and sixty-five (365) days or three hundred and sixty-six (366) days in a leap year. 6. Acceleration Upon Event of Default The entire unpaid principal balance and accrued interest, if any, of this Promissory Note together with any charges set forth herein, the Equity Share (if the Event of Default occurs prior to the eighth (8th) anniversary of the Deliver Date), and any share of the Partial Net Sales Proceeds shall at the City s option be immediately due and payable prior to the Maturity Date upon any of the following events of default ( Event of Default ): Maker materially breaches any of the obligations of this Promissory Note, Subordinated Deed of Trust, or the Covenant Agreement; or Maker (i) becomes insolvent or unable to pay Maker s debts generally as they mature, (ii) makes a general assignment for the benefit of creditors, (iii) admits in writing Maker s inability to pay Maker s debts generally as they mature, (iv) files or has filed against it a petition in bankruptcy or a petition or answer seeking a reorganization, arrangement with creditors or other similar relief under the Federal bankruptcy laws or under any other applicable law of the United States of America or any state thereof, or (v) consents to the appointment of a trustee or receiver for it or for a substantial part of Maker s property; or Any order, judgment or decree is entered appointing, without Maker s consent, a trustee or receiver for it or for a substantial part of Maker s property that is not removed within sixty (60) days from such entry; or Maker voluntarily or involuntarily transfers, in any way, the Property or any portion thereof without the City prior written consent, except as permitted in the Covenant Agreement; or Maker fails to occupy the Property as his or her primary residence pursuant to the terms of the Covenant Agreement Notwithstanding the above, in the event of an actual or deemed entry of an order for relief with respect to Maker under the Federal Bankruptcy Code, this Promissory Note and all interest and other amounts due hereon shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by Maker. The City may exercise City s option to accelerate upon the occurrence of any Event of Default, regardless of any prior forbearance. 7. Refinance Transactions. Notwithstanding any provision to the contrary herein, it shall not be an Event of Default for Maker to: (a) enter into a refinancing transaction which meets all of the following Page 2 of 7

3 requirements: (i) the transaction represents a refinancing of the Maker s then-current first mortgage financing; (ii) the refinancing loan bears for its entire term a fixed annual percentage rate, which is lower than the annual percentage rate of the then-current first mortgage financing; (iii) the entirety of the net proceeds (defined as gross proceeds less reasonable and customary costs of processing the refinancing loan, obtaining appraisals, and the like, but not to exceed six percent (6%) of the refinancing loan amount in any event) are used to refinance the then-current first mortgage financing, i.e. no cash out to Owner; (iv) the refinancing loan does not provide Maker with the ability to obtain cash advances or other cash out options; (v) the Subordinated Deed of Trust continues to occupy a recorded priority position no less than second to all other non-statutory liens and encumbrances; and (vi) Maker s monthly principal and interest expenses and/or the term of the refinancing loan is reduced vis-à-vis the then-current first mortgage financing; and/or (b) enter into a refinancing transaction which does not meet all of the foregoing requirements, but to which the City consents in advance in writing; and/or (c) enter into a loan, equity line of credit or advance on loans secured by the Property that is subordinate to the Covenant Agreement and the Subordinated Deed of Trust securing this Promissory Note. 8. Late Charges. In the event Maker fails to make any required payment, which becomes due under this Promissory Note within fifteen (15) days after such payment becomes due and payable, a late charge of six percent (6%) of the overdue payment may be charged by City, unless applicable law requires a lesser such charge, in which event the maximum rate permitted by such law may be charged by City. The parties hereto agree that this late charge represents a reasonable sum considering all of the circumstances existing on the date of this Promissory Note and represents a fair and reasonable estimate of the costs and damages that City will incur by reason of the late payment. The parties hereto further agree that proof of actual damages would be costly or inconvenient. Acceptance of any late charge shall not constitute a waiver of the default with respect to the overdue amount, and shall not prevent City from exercising any of the other rights and remedies available to City. The foregoing shall not be construed as obligating the City to accept any payment after its due date. 9. Full Recovery of Silent Second Loan, Equity Share. Should Maker convey the Property during the Period of Affordability to any party, or parties, or there exists an Event of Default (as defined in the Promissory Note) during the same period, Maker shall pay to the City from the Complete Net Sales Proceeds the entire Silent Second Loan and any interest on the principal amount of the Silent Second Loan that is due and payable upon an Event of Default. In addition to full repayment of the Silent Second Loan during the Period of Affordability, should the Maker convey the Property prior to the eighth (8th) anniversary of the Delivery Date to any party, or parties, or there exists an Event of Default (as defined in Section 6 above) during the same period, Maker shall pay to the City from the Complete Net Sales Proceeds a proportion of the Equity Share as set forth in Subsection of the Covenant Agreement. The Maker shall only be responsible for the Equity Share if the Complete Net Sales Proceeds exceed the amount necessary to discharge the entire Silent Second Loan. 10. City Share of Partial Net Sales Proceeds. In the event there are insufficient funds to discharge the full amount of the Silent Second Loan during the Period of Affordability plus enable the Qualified Homebuyer to recover his or her initial investment in the Home and documented costs of any Capital Improvements, the Qualified Homebuyer shall share the Partial Net Sales Proceeds with the City. For purposes of this section, initial investment in the Home shall mean the Maker s down payment. The City's share of the Partial Net Sales Proceeds shall be calculated as set forth in Section 2.9 of the Covenant Agreement. 11. Removal of Liens. City shall only remove, or cause to be removed, the Covenant Agreement and the Subordinated Deed of Trust as liens against the Property after compliance with Sections 9 and 10 above. Upon the City s removal of the Covenant Agreement and the Subordinated Deed of Trust as liens against Page 3 of 7

4 the Property, the affordability restrictions of the Covenant Agreement shall cease to be a covenant running with the land for the Property. 12. Notice of Default. Maker shall provide notice to City of any notice of default sent by any lender with a security interest in the Property within three (3) days of the date of Maker s receipt of such notice. 13. Costs Paid by Owner. Maker agrees to pay the following costs, expenses and attorneys fees paid or incurred by the City, or as adjudged by a court of competent jurisdiction: (a) reasonable costs of collection, costs and expenses and attorneys fees paid or incurred in connection with the collection or enforcement of this Promissory Note, whether or not suit is filed; and (b) costs of suit in such sum as the court may adjudge reasonable as attorneys fees in any action to enforce payment of this instrument. 14. Waiver. Maker hereby waives diligence, presentment, protest and demand, notice of protest, dishonor and nonpayment of this instrument, and expressly agrees that, without in any way affecting the liability of Maker hereunder, the City may extend any maturity date or the time for payment of any installment due hereunder, accept additional security, release any party liable hereunder or release any security now or hereafter securing this Promissory Note. Maker hereby waives, to the fullest extent permitted by law, the right to plead any and all statutes of limitations as a defense to any demand on this instrument or any deed of trust, security agreement, guarantee or other agreement now or hereafter securing this Promissory Note. 15. Disclaimer of Personal Liability. Despite anything to the contrary in the Promissory Note or in the Subordinated Deed of Trust securing this Promissory Note, but without in any way affecting the validity of this Promissory Note or of the lien of the Subordinated Deed of Trust, in the event of any Event of Default under this Promissory Note or the Subordinated Deed of Trust, City 's sole recourse for any and all such defaults shall be by judicial foreclosure or by exercise of the trustee's power of sale, and the undersigned Maker(s) shall not be personally liable for the payment of this Promissory Note of for any other default under the Subordinated Deed of Trust of for the payment of any deficiency established after judicial foreclosure or after a trustee's sale under the Subordinated Deed of Trust. Despite the foregoing, Maker(s) shall be personally liable and shall indemnify, defend, protect and hold the City harmless from and against any and all loss, damage, liability, action, cause of action, cost or expense, including, without limitation, reasonable attorneys' fees and expenses incurred by the City, arising as a result of any (i) fraud or material misrepresentation by the Maker under or in connection with the Covenant Agreement; (ii) intentional bad faith waste of the real property encumbered by the Subordinated Deed of Trust which secures this Promissory Note; and (iii) losses resulting from Maker s failure to maintain insurance as required under the provisions of the Subordinated Deed of Trust securing this Promissory Note. Maker s obligation to indemnify the City as aforesaid shall be a recourse obligation of the Maker, and in the event of any breach of such obligations, the City shall have the right to proceed directly against the Maker to recover any and all losses, damages, liability, costs and expenses (including without limitation, reasonable attorneys' fees and expenses) and may bring any action and institute any proceeding to obtain a deficiency judgment in or following foreclosure for any and all such losses, damages, liabilities, costs and expenses resulting from such breach. 16. Severability. If any provision of this Promissory Note is determined by a court of competent jurisdiction to be void or unenforceable, such determination shall not affect any other provision of this instrument, and all other provisions hereof shall remain valid and in full force and effect. 17. Non-Waiver. No delay in demanding or failure to demand performance hereunder shall constitute a waiver by the City of its right to subsequently demand such performance or to exercise any remedies for any default hereunder. Further, in order to be effective, any waiver of any of the City s rights and remedies hereunder shall be expressed in a writing signed by a duly appointed representative of the City. Page 4 of 7

5 Further, waiver by the City of any right hereunder shall not constitute a waiver of any other right, including, but not limited to, the right to exercise any and all remedies for a different or subsequent event of default hereunder. 18. Subordination. The provisions of this Promissory Note and the lien of the Subordinated Deed of Trust securing this Promissory Note are subject to subordination to a note and a first deed of trust securing it as provided in the Subordinated Deed of Trust securing this Promissory Note. 19. Successors and Assigns. This Promissory Note shall bind Maker and Maker s successors and assigns and the benefit hereof shall inure to City and City s successors and assigns. 20. Indemnification. Maker agrees to indemnify City and to hold City and City s successors and assigns harmless from and against any and all claims, demands, costs, liabilities and obligations of any kind or nature arising from any default hereunder, including, without limitation, all costs of collection, including reasonable attorneys and expert witness fees and all costs of suit, in the event the principal amount of this Promissory Note or any other amount due hereunder is not paid when due. 21. Other Encumbrances Other than as provided herein, Maker shall not further encumber, mortgage, or subject the Property or any interest therein to a deed of trust without the prior written consent of the City Unless the City shall expressly agree otherwise in writing, all mortgage and deed of trust documents affecting the Property shall provide that in the event of any default or breach by the Maker under any mortgage or deed of trust other than the Subordinated Deed of Trust entitling any party thereunder to accelerate the indebtedness secured thereby and foreclose upon the Property (a) the City shall have the right (but not the obligation) to cure the default prior to the completion of any foreclosure and reinstate the mortgage or deed of trust, or (b) pay the total unpaid indebtedness secured by such mortgage or deed of trust, in which event, such mortgage or deed of trust shall be released. Amounts expended by the City under this paragraph shall be reimbursed by Maker upon demand of the Maker therefore, and, in any event, shall bear interest at the maximum rate permitted by Section 1(2) of Article XV of the California Constitution from the date advanced by the City until paid in full. All such amounts shall be added to the principal of this Promissory Note. The approval by Maker of any mortgage or deed of trust documents, and the placing of a security interest therefore on the Property or any portion thereof, not containing the provisions required by this section shall constitute a default under this Promissory Note. 22. Governing Law. The validity, interpretation and performance of this Promissory Note shall be governed by and construed in accordance with the laws of the State of California, without regard to conflicts of laws principles. 23. Jurisdiction and Venue. Any legal action or proceeding to interpret, enforce, or which in any way arises out of this Promissory Note shall be instituted and prosecuted in the appropriate court in Riverside County, California. 24. Amendments and Modifications. This Promissory Note may be amended or modified only in writing signed by the City and the Maker. 25. Time of the Essence. Time is of the essence with regard to this Promissory Note. Page 5 of 7

6 26. Joint and Several Obligation. Maker and all other persons liable or to become liable for all or part of this indebtedness, jointly and severally waive demand, presentment for payment, notice of nonpayment, protest and notice of protest hereon, and agree to pay, in the Event of Default hereunder, all costs of collection, including reasonable attorneys fees of City, whether or not suit is commenced. IN WITNESS WHEREOF, Maker executes and enters into this Promissory Note as of the date of the loan as first written above: [SIGNATURES ON FOLLOWING PAGE] Page 6 of 7

7 SIGNATURE PAGE TO HOME OWNER ASSISTANCE PROGRAM II SILENT SECOND LOAN PROMISSORY NOTE SECURED BY A SUBORDINATED DEED OF TRUST MAKER: [PRINT NAME] By: [SIGNATURE] MAKER: [PRINT NAME] By: [SIGNATURE] Page 7 of 7

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