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EMERGENCY BRIDGE HOUSING <br />$4,000,000 <br />EXHIBITC <br />FORM OF PROMISSORY NOTE <br />3715 and 3719 Smith Avenue <br />Everett, Washington <br />1.Promise to Pay. In consideration for the financial assistance provided by the <br />City of Everett ("Holder") pursuant to the Loan Agreement entered into between Maker and Holder <br />on the_ day of ___ � 2024 ("Loan Agreement"), Everett Gospel Mission, a Washington <br />nonprofit corporation ("Maker"), hereby promises to pay to the order of Holder, at such place as <br />Holder may designate in writing, in lawful money of the United States of America, the principal sum <br />of Four Million Dollars ($4,000,000), or such lesser principal sum that Holder actually advances to <br />Maker, on the terms and conditions set forth herein and in the Loan Agreement (the "Loan"). <br />2.Term. The Note shall be due on December 31, 2026 (the "Maturity Date"). If <br />the Maturity Date is extended as provided in the Loan Documents (as defined below) then the <br />Maturity Date hereunder is deemed so extended without further action of the parties. However, <br />either Holder or Maker may request an amendment to this Note evidencing the extension, in which <br />case both Holder and Maker will promptly and duly execute such an amendment. However, in no <br />case shall the absence of such an executed extension amendment (a) invalidate the Maturity Date <br />extension, (b) invalidate this Note or any provision of this Note, or (c) in any way release or limit the <br />Maker's obligations or the Holder's rights hereunder or in the other Loan Documents. <br />3.Interest. Simple interest shall accrue on the unpaid principal balance at the rate <br />of three percent (3%) per annum. <br />4.Assignment. The Maker shall not assign any of its rights, duties, or obligations <br />under the terms of this Note without prior express written consent of the City and upon such terms <br />and conditions to which the Maker is subject. <br />5.Payment of Principal and Interest: Forgivable. Principal and interest shall be <br />due on the Maturity Date, at which time the full balance due and owing under this Note shall be <br />paid, except that, if the Project is physically ready for Project operation by the Maturity Date as set <br />forth in the Loan Documents (defined below), and the Maker fully complies with the provisions of <br />this Note and the other Loan Documents, then the Holder shall forgive as set forth in the Loan <br />Documents on such date all amounts due under this Note. <br />6.Prepayment. Maker shall have the right to prepay this Note in full or in part at <br />any time and from time to time without payment of a prepayment fee or penalty. <br />7.Default. This Note shall be in default (1) if payment is not made when due, and <br />such default shall continue for a period of ten (10) days after any written notice to the Maker from <br />Holder hereof specifying such default and requiring the same to be remedied; or (2) should default <br />be made in the observance or performance of any covenants, terms, or provisions of the Loan <br />Agreement, Use Restriction Covenant, Deed of Trust, or any other agreement regarding the Project <br />to which Maker and Holder are parties, if any (collectively, the "Loan Documents"), and such default <br />continues after any notice from Holder hereof to Maker and the expiration of any period specifically <br />granted to Maker for curing such default as provided for in the Loan Documents in the event of <br />such a default. Upon such a default the whole sum of principal hereunder shall become immediately <br />due and payable according to the terms herein. As long as this Note is in default, then, at the option <br />C-1