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EXHIBIT D <br />CITY/HOME PROMISSORY NOTE <br />PROMISSORY NOTE <br />(secured by Deed of Trust) <br />[City/HOME Loan] <br />Santa Ana, California <br />$500,000.00 <br />1. FOR VALUE RECEIVED, the undersigned, VISTA <br />DEL RIO, a California limited partnership (the "Owner") promises to pay to <br />the CITY OF SANTA ANA, a charter city and municipal corporation duly <br />organized and existing under the Constitution and laws of the State of <br />California ("City"), at 20 Civic Center Plaza, Santa Ana, California, 92701, <br />or such other location as the holder hereof may designate, the principal sum <br />of Five Hundred Thousand Dollars and No Cents ($500,000.00) plus <br />accrued interest at three percent (3%) per annum, in accordance with the <br />terms of that certain HOME Loan recorded with the County of Orange as <br />Document No. for the property located at 1600 Memory Lane, <br />and DDA, This Note is secured by a Deed of Trust of even date herewith <br />("Trust Deed"). <br />2. This Note shall accrue interest at the rate of three <br />percent (3%) per annum on the initial principal balance only from the <br />recordation of the HOME Loan Agreement until forgiven or repaid. No <br />payments will be required prior to the Conditional Loan coming due as <br />provided above. If a Certificate of Compliance is not issued within the time <br />provided for in the HOME Loan Agreement, this Note, together with <br />accrued interest, shall immediately become due and payable in full. <br />3. The Owner waives presentment for payment, demand, <br />protest, and notices of dishonor and of protest; the benefits of all waivable <br />exemptions; and all defenses and pleas on the ground of any extension or <br />extensions of the time of payment or of any due date under this Note, in <br />whole or in part, whether before or after maturity and with or without notice. <br />The Owner hereby agrees to pay all costs and expenses, including <br />reasonable attorney's fees, which may be incurred by the holder hereof in the <br />20 <br />53 <br />80A-129 <br />