DEPOT AT SANTIAGO, LP (3) - 2016

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EXHIBIT B FORM OF AMENDED AND RESTATED CITY PROMISSORY NOTE AMENDED AND RESTATED CITY PROMISSORY NOTE $3,000,000.00 February 1, 2016 Santa Ana, California FOR VALUE RECEIVED, Depot At Santiago L.P., a California limited partnership (the "Borrower "), promises to pay to THE CITY OF SANTA ANA, a municipal corporation and charter city (the "City "), or order, at the City office at 20 Civic Center Plaza, Santa Ana, California 92701, or such other place as the City may designate in writing, the sum of Three Million Dollars ($3,000,000.00) (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. This Amended and Restated City Promissory Note amends and restates, and cancels, in its entirety, the City Promissory Note in the original principal amount of Three Million Dollars ($3,000,000.00), dated as of July 11, 2013, executed by the Borrower in favor of the City. 1. Agreement. This Amended and Restated City Promissory Note (the "Note ") is given in accordance with that certain Loan Agreement executed by the City and Borrower, dated concurrently herewith (the "Agreement ") with regard to the development of the property located at 923 N. Santiago Street, Santa Ana, California ( "the Property ") for use as an affordable rental housing project ( "the Project "). The rights and obligations of the Borrower and the City 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 meaning 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 Three Percent (3 %) per annum, from the date of issuance of the Certificate of Occupancy /Completion. 3. Repayment of Note Amount. The Note Amount shall be paid by the Borrower's annual payment to the City of an amount equal to thirty -one and forty -seven one hundredths percent (31.47 %) of the Residual Receipts (as defined below) from operation of the Project as determined by a residual receipts calculation from the operation of the Project the preceding calendar year. Annual Residual Receipts payment shall be paid by the Borrower and shall be delivered on or before one hundred fifty (150) days after the end of the Borrower's fiscal year, of each year during the term of this Note first following the date the Project 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 -fifth IC 1076\49\1 843311.2