FRIENDS OF THE LACY HISTORIC NEIGHBORHOOD-2011

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ATTACHMENT NO. 813 PROMISSORY NOTE (Phase R-1 Agency Loan and Phase R-2 Agency Loan) 2010 Santa Ana, California FOR VALUE RECEIVED, (the "Borrower"), promises to pay to the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a public body, corporate and politic (the "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 Dollars ($?? (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 Promissory Note (the "Note") is given in accordance with that certain Disposition and Development Agreement executed by the Agency and Borrower, dated as of , 2010 (the "Agreement"). 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 me3aaing ascribed to such term 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 percent (1 %) per annum, from the date hereof. 3. Repayment of Note Amount. The Note Amount shall be paid by the Borrower's annual payment to the Agency of an amount equal to fifty Percent (50%) of the Residual Receipts (as defined below) from operation of Phase R-_ of the Rental Portion of the Project (as defined in the Agreement), as determined by a residual receipts calculation from the operation of Phase R-_ the preceding calendar year. Annual Residual Receipts payment shall be by the Borrower by cashier's check and shall be delivered on or before one hundred twenty (120) days after the end of the Borrower's fiscal year, of each year during the term of this Note first following the date Phase R- - of the Project (or any Phase thereof) is placed in service, until the Note Amount and all unpaid interest thereon has been repaid in full. Any remaining portion of the Note Amount shall be due and payable on the earlier to occur of (a) the fifty-eighth (58th) anniversary of the date of the issuance of the Release of Construction Covenants for Phase R or (b) December 31, 2075. Notwithstanding the foregoing, the full Note Amount may be accelerated as set forth in Section 12 hereof. 4. Definitions. As used herein, "Annual Project Revenue" shall mean all gross income and all revenues of any kind from Phase R- - in a calendar year, including without limitation, rent, Section 8 housing assistance payments, if any, late charges, vending machine income, and any ATTACHMENT NO. 8B-1 DOCS00140G673 vl4/200272-0401