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EXHIBIT F AGENCY PROMISSORY NOTE $3,888,497.00 2011 Santa Ana, California FOR VALUE RECEIVED, SANTA ANA WBBB L.P., a California limited partnership (`Borrower"), promises to pay to the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a public body, corporate and politic ("Agency"), or order, at the Agency's office at 20 Civic Center Plaza, Santa Ana, California 92701, or such other place as the Agency may designate in writing, the sum of Three Million Eight Hundred Eighty-Eight Thousand Four Hundred Ninety Seven Dollars ($3,888,497.00), or as much thereof as may be disbursed to Borrower in accordance with the Agreement (defined below), plus interest thereon and all other fees and charges imposed hereunder (collectively, the "Note Amount"), in currency of the United States of America, which at the time of payment is lawful for the payment of public and private debts. 1. Agreement. This Agency Promissory Note ("Note") is given in accordance with that certain Loan Agreement executed by the Agency, the City of Santa Ana ("City"), and the Borrower and dated as of March 7, 2011 (the "Agreement") with regard to the development of that certain real property located at 605-611 East Washington, Santa Ana, California ("Property") with a thirty-six (36) unit affordable rental housing project and operation thereof by Borrower ("Project"). The rights and obligations of the Borrower and the Agency under this Note shall be governed by the Agreement and by the additional terms set forth in this Note. Capitalized terms not defined herein shall have the meaning ascribed to such terms in the Agreement. In the event of any inconsistencies between the terms of this Note and the terms of the Agreement or any other document related to the Note Amount, the terms of this Note shall prevail. 2. Interest. The Note Amount shall bear simple interest at the rate of one half of one percent (1/2%) per annum, from the date of issuance of the Certificate of Occupancy for the Project. 3. Repayment of Note Amount. The Note Amount shall be paid by the Borrower's annual payment of an amount equal to fifty percent (50%) of the Residual Receipts (as defined below) from operation of the Project (referred to herein as the "Agency's share of Residual Receipts") as determined by a Residual Receipts calculation with respect to the operation of the Project during the preceding calendar year. The Borrower has also received a loan of HOME Program funds from the City in the original principal amount of $2,500,000 pursuant to the Agreement ("City Loan") and a loan in the original principal amount of $655,000 made from funds allocated to the City pursuant to the federal Neighborhood Stabilization Program, pursuant to the NSP Documents ("NSP Loan"). The Agency's share of Residual Receipts shall be applied to repay the Note Amount hereunder, the City Loan, and the NSP Loan, as follows: 10% of the Agency's share of Residual Receipts will be applied to repay the NSP Loan; 35% of the Agency's share of Residual Receipts will be applied to repay the City Loan; and 55% of the Agency's share of Residual Receipts will be applied to repay the Note Amount. Upon repayment in full of all amounts owing under any of the NSP Loan, the City Loan, or the Note Amount hereunder, the portion of the Agency's share of Residual Receipts allocated to the repaid loan will be applied to repayment of the Agency Loan, the City Loan and the NSP Loan in proportion to their proportionate share of the Agency's portion of Residual Receipts, as described above (e.g., upon repayment in full of the NSP F-1 DOC SOC/ 1469583v5/200272-0003