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LOAN AGREEMENT <br />This LOAN AGREEMENT (the "Agreement') dated, for identification purposes only, as of <br />March _, 2012, is made and entered into by and among the CITY OF SANTA ANA, acting as <br />successor agency to the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF <br />SANTA ANA, a public body, corporate and politic (the "Successor Agency "), the CITY OF <br />SANTA ANA, a charter city and municipal corporation (referred to herein separately as the "City "), <br />and VISTA DEL RIO HOUSING PARTNERS LP, a California limited partnership ( "Vista Del <br />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 Successor Agency is authorized by the Community Redevelopment Law of the <br />State of California (Health and Safety Code sections 33000 et seq.) ( "CRL ") to expend funds to <br />increase the supply of very low and low- income housing available at affordable housing costs; <br />D. In part to further this goal, the Successor Agency has created the Merged Project <br />Area, within the City (the "Project Area "), and adopted a Redevelopment Plan for the redevelopment <br />of the Project Area. In accordance with Section 33334.2, et seq., of the CRL, Successor Agency sets <br />aside a portion of the tax increment revenues it receives from the Merged Project Area in a separate <br />low and moderate housing fund, which Successor Agency uses for the construction, preservation, and <br />rehabilitation of affordable 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 Successor Agency to <br />acquire and develop approximately 3.2 acres of real property, within the Project Area, located <br />generally at 1600 West Memory Lane in the City of Santa Ana, California, and legally described in <br />Exhibit A attached hereto (the "Property "). The loans referenced herein shall assist Vista Del Rio <br />with the cost of construction of said Property that is improved with a multifamily residential housing <br />development. <br />F. In furtherance of the HOME Program, the CRL, and the Redevelopment Plan, Vista <br />Del Rio has applied to City and Successor Agency for loans with which to: <br />DOCSOC /1475221 v10/200272 -0004 <br />