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EXHIBIT C <br /> Form of <br /> PROMISSORY NOTE <br /> $300,000 Everett, Washington <br /> 1. Promise to Pay. In consideration for the financial assistance provided by the City of <br /> Everett ("Holder") pursuant to the HOME Loan Agreement entered into between Maker and <br /> Holder on the day of , 2018 ("Loan Agreement"), Cocoon House, a <br /> Washington non-profit corporation, ("Maker"), hereby promises to pay to the order of Holder, at <br /> such place as Holder may designate in writing, in lawful money of the United States of America, <br /> the principal sum of Three Hundred Thousand Dollars ($300,000), on the terms and conditions <br /> set forth herein and in the Loan Agreement (the "Loan"). <br /> 2. Term. The Note shall be due on June 1, 2059. <br /> 3. Payment of Principal and Interest. Principal and interest, if any on this Note, shall be <br /> due on June 1, 2059 or forty (40) years from the date of Issuance of the Certificate of Occupancy <br /> whichever is later. The Holder shall forgive the principal amount due under this Note on June 1, <br /> 2059 or forty (40) years from the date of Issuance of the Certificate of Occupancy whichever is <br /> later, PROVIDED, that the Maker has fully complied with the material provisions of this Note and <br /> the Loan Agreement. <br /> 4. Interest. No interest shall accrue on the unpaid principal balance, unless penalty <br /> interest is imposed pursuant to Section 6 of this Promissory Note. <br /> 5. Prepayment. Maker shall have the right to prepay this Note in full or in part at any time <br /> and from time to time without payment of a prepayment fee or penalty. <br /> 6. Default. This Note shall be in default (a) if payment is not made when due, and such <br /> default shall continue for a period of ten (10) days after any written notice to the Maker from Holder <br /> hereof specifying such default and requiring the same to be remedied; or (b) if Maker fails to fully <br /> comply with any covenants, terms, or provisions of the Loan Agreement or any instruments <br /> relating to or securing this Note executed by Maker ("Loan Documents"), and such default <br /> continues after notice to Maker and the expiration of any period granted to Maker for curing such <br /> default as set forth below. <br /> Upon such a default the whole sum of principal hereunder shall become immediately due and <br /> payable according to the terms herein. As long as this Note is in default, then, at the option of <br /> the Holder, without prior notice, this Note shall bear interest at the rate of ten percent (10%) per <br /> annum. <br /> A. Curing of Monetary Default. If a monetary event of default occurs under the terms <br /> of any of the Loan Documents, before exercising any remedies thereunder, Holder shall give <br /> Maker written notice of such default. Maker shall have a period of ten (10) days after such <br /> notice is given within which to cure the default before exercise of remedies by Holder under <br /> the Loan Documents, or such longer period of time as may be specified in the Loan <br /> Documents. <br /> Exhibit C <br /> Cocoon House <br /> Page 1 of 4 <br />