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 primacy 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 seg.) ("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/ 1475221v5/200272-0004
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