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BORROWER LOAN AGREEMENT
<br />THIS BORROWER LOAN AGREEMENT (this "Borrower Loan Agreement") is entered into as
<br />of December 1, 2012, between HOUSING AUTHORITY OF THE CITY OF SANTA ANA, a public
<br />body corporate and politic, organized and existing under the laws of the State of California (together with
<br />its successors and assigns, the "Governmental Lender") and WASHINGTON PLACE PARTNERS, LP, a
<br />limited partnership organized and existing under the laws of the State of California (together with its
<br />successors and assigns, the "Borrower").
<br />WITNESSETH:
<br />RECITALS
<br />WHEREAS, pursuant to Chapter 1 of Part 2 of Division 24 of the California Health and Safety
<br />Code, as now in effect and as it may be supplemented from time to time (the "Act"), the Governmental
<br />Lender is authorized(a) to make loans to any person to provide financing for residential rental
<br />developments located within the City of Santa Ana, California (the "Sponsoring Political Subdivision"),
<br />and intended to be occupied in part or in whole by persons of low and very low income; (b) to borrow
<br />funds for the purpose of obtaining moneys to make such loans and provide such financing, to establish
<br />necessary reserve funds and to pay administrative costs and other costs incurred in connection with any
<br />such borrowing by the Governmental Lender; and (c} to pledge all or any part of the revenues, receipts or
<br />resources of the Governmental Lender, including the revenues and receipts to be received by the
<br />Governmental Lender from or in connection with such loans, and to mortgage, pledge or grant security
<br />interests in such loans or other property of the Governmental Lender in order to secure the repayment of
<br />any such borrowing by the Governmental Lender; and
<br />WHEREAS, the Borrower has applied to the Governmental Lender for a loan (the "Borrower
<br />Loan"), for the acquisition, rehabilitation, development, and equipping of a 200-unit multifamily
<br />residential project located in the City of Santa Ana, California, to be known as Flower Terrace(the
<br />"Project"); and
<br />WHEREAS, the Borrower's repayment obligations under this Borrower Loan Agreement are
<br />evidenced by the Borrower Notes, as defined herein; and
<br />WHEREAS, the Borrower has requested the Governmental Lender to enter into that certain
<br />Funding Loan Agreement, of even date herewith (the "Funding Loan Agreement"), among the
<br />Governmental Lender, Wilmington Trust, National Association, as fiscal agent (the "Fiscal A ent") and
<br />Citibank, N.A. (the "Funding Lender"), under which the Funding Lender will make a loan (the "Funding
<br />Loan") to the Governnmental Lender, the proceeds of which will be loaned under this Borrower Loan
<br />Agreement to the Borrower to finance the acquisition, rehabilitation, development and equipping of the
<br />Project; and;
<br />WHEREAS, the Borrower Loan is secured by, among other things, that certain Multifamily Deed
<br />of Trust, Assignment of Rents, Security Agreement and Fixture Filing (as amended, restated and/or
<br />supplemented from time to time, the "Security Instrument"), of even date herewith and assigned to the
<br />Funding Lender to secure the Funding Loan, encumbering the Project, and will be advanced to the
<br />Borrower pursuant to this Borrower Loan Agreement, the Funding Loan Agreement and the Construction
<br />Funding Agreement.
<br />NOW, THEREFORE, in consideration of the premises and the mutual representations, covenants
<br />and agreements herein contained, the parties hereto do hereby agree as follows:
<br />C:1UsersltadlDesktoplSanta Ana HA Washington Place
<br />BLA.doc
<br />DRAFT 11/28/12 8:41AM
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