05 - JOINT PH - Vista Del Rio DDA

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EXHIBIT D CITY/HOME LOAN NOTE SECURED BY SUBORDINATED DEED OF TRUST TO THE CITY OF SANTA ANA, CALIFORNIA $1,500,000.00 , 2011 Santa Ana, California 1. Principal Amount of City/HOME Loan For value received, Vista Del Rio Housing Partners, L.P., a California limited partnership ("Borrower"), promises to pay to the order of the City of Santa Ana ("City"), at 20 Civic Center Plaza, 3rd Floor, Santa Ana, California 92702, or at such other place as the City may from time to time designate in writing, or to the assignee of the City, the principal sum of ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000.00) or so much thereof as shall be disbursed hereunder, with three percent interest (3.0%). In implementation of the acquisition and development of that certain real property in the City, described in the Loan Agreement as the "Property," commonly known as 1600 Memory Lane, Santa Ana, California, and operation of the Property as affordable rental housing for Extremely Low Income and Very Low Income households, (a) the Community Redevelopment Agency for the City of Santa Ana ("Agency"), the Santa Ana Housing Authority ("Authority"), and Borrower have heretofore entered into that certain Disposition and Development Agreement (as amended, the "DDA"), (b) City, Agency and Borrower have entered into that certain "Loan Agreement" dated concurrently herewith and recorded against the Property (the Loan Agreement and DDA are collectively referred to herein as the "Agreement"), and (c) City, Agency and Borrower have entered into those certain Affordability Restrictions on Transfer of Property, dated concurrently herewith and recorded against the Property ("Affordability Restrictions"). This Note is made pursuant to, entitled to the benefits of and referred to as the City/HOME Loan Note in the Loan Agreement. This Note is secured by that certain City/HOME Loan Deed of Trust and Assignment of Rents between Borrower and City, dated concurrently herewith (the "City/HOME Loan Deed of Trust"). This Note, the Loan Agreement, the Affordability Restrictions, and the City/HOME Loan Deed of Trust are sometimes collectively referred to herein as the "Loan Documents." The Loan Documents and the rights and responsibilities of Borrower thereunder inure to the benefit of the City, Agency and Authority. Any capitalized term which is not otherwise defined herein shall have the meaning ascribed to such term in the Loan Agreement. 2. Definitions. For the purpose of calculating the payments to be made by Borrower to City pursuant to this Note, the following terms shall have the following respective meanings: "City/HOME Loan" shall mean the loan evidenced by this Note. "Calendar Year" means each consecutive twelve (12) month period from January 1 to December 30. "Closing Costs" shall mean: D-1 DOCSOC/ 1475221 v5/200272-0004