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EXHIBIT D <br />CITY/HOME LOAN NOTE <br />SECURED BY SUBORDINATED DEED OF TRUST <br />TO THE CITY OF SANTA ANA, CALIFORNIA <br />$1,500,000.00 March , 2012 <br />Santa Ana, California <br />1. Principal Amount of City/HOME Loan <br />For value received, Vista Del Rio Housing Partners LP, a California limited partnership <br />( "Borrower "), promises to pay to the order of the City of Santa Ana ( "City "), at 20 Civic Center <br />Plaza, 3rd Floor, Santa Ana, California 92702, or at such other place as the City may from time to <br />time designate in writing, or to the assignee of the City, the principal sum of ONE MILLION FIVE <br />HUNDRED THOUSAND DOLLARS ($1,500,000.00) or so much thereof as shall be disbursed <br />hereunder, with three percent interest (3.0 %). <br />In implementation of the acquisition and development of that certain real property in the <br />City, described in the Loan Agreement as the "Property," commonly known as 1600 West Memory <br />Lane, Santa Ana, California, and operation of the Property as affordable rental housing for Extremely <br />Low Income and Very Low Income households, (a) the City of Santa Ana, acting as successor <br />agency to the Community Redevelopment Agency for the City of Santa Ana ( "Successor Agency "), <br />the Housing Authority of the City of Santa Ana and Borrower have heretofore entered into that <br />certain Disposition and Development Agreement dated July 20, 2009, the First Amendment to the <br />Disposition and Development Agreement dated March 15, 2010, the Second Amendment to the <br />Disposition and Development Agreement dated December 20, 2010, and the Third Amendment to <br />the Disposition and Development Agreement dated March 21, 2011 (collectively, the "DDA "); (b) <br />City, Successor Agency and Borrower have entered into that certain "Loan Agreement" dated <br />concurrently herewith and recorded against the Property (the Loan Agreement and DDA are <br />collectively referred to herein as the "Agreement "), and (c) the City of Santa Ana ( "City "), Successor <br />Agency and Borrower have entered into those certain Affordability Restrictions on Transfer of <br />Property, dated concurrently herewith and recorded against the Property ( "Affordability <br />Restrictions "). This Note is made pursuant to, entitled to the benefits of and referred to as the <br />City /HOME Loan Note in the Loan Agreement. This Note is secured by that certain City /HOME <br />Loan Deed of Trust and Assignment of Rents between Borrower and City, dated concurrently <br />herewith ( "City /HOME Loan Deed of Trust'). This Note, the Loan Agreement, the Affordability <br />Restrictions, the Agency Enhanced Entryway Note, the Agency Enhanced Entryway Loan Deed of <br />Trust, the Agency Loan Note, the Agency Loan Deed of Trust, the Agency Transfer Note, and the <br />City /HOME Loan Deed of Trust are sometimes collectively referred to herein as the "Loan <br />Documents." The Loan Documents and the rights and responsibilities of Borrower thereunder inure <br />to the benefit of the City, Successor Agency and the Housing Authority of the City of Santa Ana. <br />Any capitalized term which is not otherwise defined herein shall have the meaning ascribed to such <br />term in the Loan Agreement. <br />D -1 <br />DOCSOC /1475221 v 10/200272 -0004 <br />