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EXHIBIT A-1 <br />FORM OF GOVERI~~IVIENTAL LENDER REAL ESTATE NOTE <br />HOUSING AUTHORITY OF THE CITY OF SANTA ANA <br />MULTIFAMILY HOUSING REVENUE REAL ESTATE NOTE <br />(FLOWER TERRACE) 2012 SERIES A-1 <br />DATED DECEMBER _, 2012 <br />$[FUNDING LOAN AMOiTNT] <br />FOR VALUE RECEIVED, the undersigned HOUSING AUTHORITY OF THE CITY OF <br />SANTA ANA ("Obligor") promises to pay to the order of CITIBANK, N.A. ("Holder") the maximum <br />principal sum of MILLION HUNDRED THOUSAND DOLLARS <br />$[PermPrinAmt], on January 1, 2045, or earlier as provided herein, together with interest thereon at the <br />rates, at the times and in the amounts provided below. <br />Obligor shall pay to the Holder on or before each date on which payment is due under that certain <br />Funding Loan Agreement, dated as of December 1, 2012 (the "Funding Loan Agreement"), among <br />Obligor, Holder and [Wilmington Trust, National Association], as fiscal agent ("Fiscal Agent"), an <br />amount in immediately available funds sufficient to pay the principal amount of and Prepayment <br />Premium, if any, on this Governmental Lender Real Estate Note then due and payable, whether by <br />maturity, acceleration, prepayment or otherwise. In the event that amounts held derived from proceeds of <br />this Governmental Lender Real Estate Note, condemnation awards or insurance proceeds or investment <br />earnings thereon are applied to the payment of principal due on this Governmental Lender Real Estate <br />Note in accordance with the Funding Loan Agreement, the principal amount due hereunder shall be <br />reduced to the extent of the principal amount of this Governmental Lender Real Estate Note so paid. <br />Capitalized terms not otherwise defined herein shall have the meaning assigned in the Funding Loan <br />Agreement. <br />Obligor shall pay to the Holder on or before each date on which interest on the Funding Loan is <br />payable interest on the unpaid balance hereof in an amount in immediately available funds sufficient to <br />pay the interest on this Governmental Lender Real Estate Note then due and payable in the amounts and <br />at the rate or rates set forth in the Funding Loan Agreement. <br />This Government Lender Real Estate Note is apass-through obligation relating to the <br />construction and permanent portion of a loan (the "Borrower Loan") made by Obligor from proceeds of <br />the Funding Loan to Washington Place Partners, LP, a California limited partnership, as borrower (the <br />"Borrower"), under that certain Borrower Loan Agreement, dated as of December 1, 2012 (as the same <br />may be modified, amended or supplemented from time to time, the "Borrower Loan Agreement"), <br />between the Obligor and the Borrower. The portion of the Borrower Loan related to this Governmental <br />viii <br />Lender Real Estate Note evidenced by the Borro~~'er Real Estate Note (as dP~ned in the Borrower Loan <br />Agreement). Reference is made to the Borrower Loan Agreement and to the Borrower Real Estate Note <br />for complete payment and prepayment terms of the Borrower Real Estate Note, payments on which are <br />passed-through under the Governmental Lender Real Estate Note. <br />This Governmental Lender Real Estate Note is a limited obligation of the Obligor, payable solely <br />from the Pledged Revenues and other funds and moneys and Security pledged and assigned under the <br />Funding Loan Agreement. None of the Governmental Lender, the City of Santa Ana, the State, or any <br />political subdivision thereof (except the Governmental Lender, to the limited extent set forth herein) nor <br />C:IUsersltad\DesktoplSantaAna HA Washington Place <br />FLA.doc <br />DRAFT 11/28/12 8:39AM <br />