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Community Development Partners June 20, 2017 Page 2 The amount of the proposed City/Agency Loans has been determined based upon the City and Agency's review of the Developer's request for the receipt of the City/Agency Assistance and the development proforma and projected cash flows for the Project submitted by the Developer to the City/Agency ("Proforma"). The City Manager and Housing Authority Executive Director have authority to approve revised development proformas and projected cash flows for the Project; provided, however, that the City/Agency Assistance is not materially increased or extended. The City/Agency Loans, should they be issued, will have the following terms: • $6,000,000 principal amount ($4,700,000 from LMIHAF; $1,300,000 from Inclusionary Housing Fund), or as much thereof as is disbursed for acquisition costs and hard and soft costs in constructing the Project; • 3% simple interest per annum; • Repayment from 50% of Residual Receipts (pro -rata with payments due in connection with other financing provided by the City/Agency) (after payment of operating expenses, debt service, any deferred developer fee, and partnership fees to be described in the Agreement) with the remaining 50% to be disbursed to the Developer; • Remaining principal and accrued interest due upon the 55th anniversary of the issuance of Certificate of Occupancy and/or final building permits or earlier upon sale, refinancing or default. On that date, the City/Agency agrees to review the performance of the property and consider in good faith any reasonable request by Community Development Partners to modify the terms or extend the term of the City/Agency Promissory Notes. Additionally, the City/Agency will receive 50% of the net proceeds received from any sale or refinancing of the Project, after payment of outstanding debt and payment in full of any deferred developer fee and establishment of any reserves and transaction costs; and Cost savings from the Project, if any, will be applied first to pay down the Loans, subject to compliance with the Tax Credit Allocation Committee ("TCAC") Regulations and California Health and Safety Code. The City and Agency's obligation to provide the City/Agency Loans to the Project are subject to each of the following conditions: Adoption of a resolution by the Planning Commission and City Council approving the Site Plan Review to allow the construction of a 51 -unit affordable housing complex to be located at 2223 West 5th Street, Santa Ana, California. 2. At least 10% of the units will be affordable to families at 30% Area Median Income (AMI). 3. Review and approval of the documents evidencing the Loans by the City of Santa Ana and the Housing Authority of the City of Santa Ana acting as the Housing Successor Agency. FOODIX46Y