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LOAN AGREEMENT <br />This LOAN AGREEMENT (the "Agreement") dated, for identification purposes only, as of <br />March , 2011, is made and entered into by and among the COMMUNITY <br />REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a public body, corporate and <br />politic (the "Agency"), the CITY OF SANTA ANA, a charter city and municipal corporation <br />(referred to herein separately as the "City"), and VISTA DEL RIO HOUSING PARTNERS, L.P., <br />a California limited partnership ("Vista Del Rio"), with reference to the following: <br />RECITALS: <br />A. City has received an allocation of funds from the United States Department of <br />Housing and Urban Development ("HUD") under the HOME Program to be used in accordance with <br />applicable HOME Regulations (as those terms are defined below); <br />B. Among the purposes of the HOME Program are (1) to expand the supply of decent, <br />safe, sanitary, and affordable housing, with primary attention to rental housing, for very low-income <br />and low-income Americans; and (2) to provide participating jurisdictions, on a coordinated basis, <br />with the various forms of federal housing assistance, including capital investment, mortgage <br />insurance, rental assistance, and other federal assistance, needed (a) to promote the development of <br />partnerships among the federal government, states and units of general local government, private <br />industry, and nonprofit organizations able to utilize all available resources to provide more of such <br />housing, and (b) to expand the capacity of nonprofit Community Housing Development <br />Organizations to develop and manage decent, safe, sanitary and affordable housing; <br />C. The Agency is authorized by the Community Redevelopment Law of the State of <br />California (Health and Safety Code sections 33000 et seq.) ("CRL") to expend funds to increase the <br />supply of very low and low-income housing available at affordable housing costs; <br />D. In part to further this goal, the Agency has created the Merged Project Area, within <br />the City (the "Project Area"), and adopted a Redevelopment Plan for the redevelopment of the <br />Project Area. In accordance with Section 33334.2, et seq., of the CRL, Agency sets aside a portion of <br />the tax increment revenues it receives from the Merged Project Area in a separate low and moderate <br />housing fund, which Agency uses for the construction, preservation, and rehabilitation of affordable <br />housing for low income households; <br />E. Vista Del Rio has entered into an agreement (the "Disposition and Development <br />Agreement" as amended by the "First Amendment to Disposition and Development Agreement", <br />"Second Amendment to Disposition and Development Agreement, and "Third Amendment to <br />Disposition and Development Agreement"; collectively, the "DDA") with the Agency to acquire and <br />develop approximately 3.2 acres of real property, within the Project Area, located generally at 1600 <br />Memory Lane in the City of Santa Ana, California, and legally described in Exhibit A attached <br />hereto (the "Property"). The loans referenced herein shall assist Vista Del Rio with the cost of <br />construction of said Property that is improved with a multifamily residential housing development. <br />F. In furtherance of the HOME Program, the CRL, and the Redevelopment Plan, Vista <br />Del Rio has applied to City and Agency for loans with which to: <br />DOCSOC/ 1475221 v5/200272-0004 <br />8OB-14