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FIRST AMENDED AND RESTATED <br />CDBG FUNDS PROMISSORY NOTE <br />SECURED BY SUBORDINATED DEED OF TRUST <br />TO THE CITY OF SANTA ANA, CALIFORNIA <br />(1666 N. Main Street) <br />$500,000.00 July 5, 2017 <br />Santa Ana, California <br />1. Principal Amount of Loan <br />FOR VALUE RECEIVED, Santa Ana Arts Collective, LP, a limited partnership <br />("Borrower"), hereby promises to pay to the CITY OF SANTA ANA, a charter city and <br />municipal corporation ("City"), or order, a principal amount not to exceed FIVE HUNDRED <br />THOUSAND DOLLARS ($500,000.00) or so much thereof as may be advanced by the City to <br />the Borrower, due and payable with 3% interest by residual receipts over the fifty-five (55) year <br />term, pursuant to the CDBG and Inclusionary Program Loan Agreement (said "Agreement') <br />between Borrower and the City dated concurrently herewith, which are both incorporated herein <br />by this reference. This loan is made pursuant to the "Housing Opportunity Ordinance In -Lieu <br />Fee Program" or "In -Lieu Fees" with money funded through the Program as "CDBG Funds". <br />Any capitalized term not otherwise defined in this Note shall have the meaning ascribed to such <br />term in the Agreement. The obligation of Borrower to City hereunder is subject to the terms of <br />said Agreement, the Affordability Restrictions on Transfer of Property, Inclusionary Deed of <br />Trust, Inclusionary Promissory Note, CDBG Deed of Trust and this Note. Said documents are <br />public records on file in the offices of the City, and the provisions of said documents are <br />incorporated herein by this reference. <br />This Note, said Agreement, the Affordability Restrictions on Transfer of Property, <br />Inclusionary Promissory Note, CDBG Deed of Trust and the Inclusionary Deed of Trust are <br />sometimes collectively referred to herein as the "Loan Documents." The Loan Documents and the <br />rights and responsibilities inure to the benefit of the City of Santa Ana. Any capitalized term which <br />is not otherwise defined herein shall have the meaning ascribed to such term in the Agreement. <br />This Note evidences the obligation of Borrower to the City for the repayment of the <br />CDBG Loan of CDBG Funds attributable to the adaptive reuse and construction of the Property, <br />and related soft costs. <br />This Note is payable at the principal office of City of Santa Ana — Community <br />Development Agency, 20 Civic Center Drive, Santa Ana, California 92702, Art: Housing <br />Division, or at such other place as the holder hereof may inform Borrower in writing, in lawful <br />money of the United States. <br />55C-106 <br />