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ATTACHMENT Igo, 8A <br />PROMISSORY NOTE <br />(Phase FS Agency Loan) <br />1,500,000 <br />201 <br />Santa Ana, California <br />OR VALUE RE CEIVED, (the "Borrow er" , <br />promises to pay to the COMMUNITY REDEVELOPMENT AGENCY of THE CITY of <br />SANTA ANA, a public body, corporate and politic the "Agency"), or order, at the Agency's <br />office at 20 Civic Center Plaza, Santa Ana, California 92701, ox, such other place as the Agency <br />may designate in writing, the sum of One Million Five Hundred Thousand Dollars ($1,500,000) <br />(the "Note Amount"), in currency of the United States of America, which at the time of payment <br />is lawful for the payment ofpublie and private debts. <br />L A r•eenient. This Promissory Note the "Note" is given in accordance with that <br />certain Disposition and Development ent Agreement executed by the Agency and Santa Aria Station <br />District, LLC, dated as of June 7, 2010 the "Agreement"). A portion of the rights and <br />obligations of Santa Aria Station District, LLC under the Agreement was subsequently assigned <br />to Borrower. The rights and obligations of the Borrower and the Agency under this Note shall be <br />governed by the Agreement and by the additional terms set forth in this Nate. Capitalized terms <br />not defined herein shall have the meaning ascribed to such term its the Agreement. In the event <br />of ray inconsistencies between the terms of this Note and the terms of the Agreement or any <br />other document related to the Note Amount, the terms of this Note shall prevail, <br />tt i• s . The Note Amount shall bear simple interest at the rate of three percent <br />(3%) per annum, calculated from the latest date any amount ant hereunder is required to be paid. <br />3, Repayment of Note Anioun . The Note Amount shall be payable from the <br />"Profit- Sharing mount," as defined and determined herein. Borrower shall give Britten notice <br />to the Agency, not later than one hundred twenty (120) days after the sale of the last For -Sale <br />Unit s defined in the Agreement), , hieh shall include a statement of the "Net Profit," "Gross <br />Sales Proceeds, "' the "For -Sale Units Development Cost," and "For -Sale Units Development <br />Profit," as these terms are defined Belo -w, and a calculation of the Profit Sharing Amount, <br />Within thirty days of its receipt of Borro -wer's kvritten notice, Agency shall deliver to <br />Borrower written notice of its acceptance of Borrower's calculations of the Profit Sharing <br />Amount, or Ageney's challenge of Borrower's calculations of the Profit Sharing An ount and <br />request for a certified audit of Profit Sharing Amount by are auditor chosen by Agency and <br />reasonably acceptable to Borrower, at Agency's sole cost. Borrower agrees to cooperate with <br />such audit, and shall be permitted to review and respond to the preliminary results of such audit <br />before the audit is issued in final forum. If an audit is performed, the Profit Sharing Amount shall <br />be as determined by the results of such audit. If it is determined that a Profit Sharing Amount is <br />owed to the Agency, payinent shall be made to the Agency no later than thirty 3 days after the <br />Agency's Britten acceptance of Borro��rer's calculations of the Profit Sharing Amount, or the <br />delivery of the final results of the audit, as applicable. Ire the event that the Profit Sharing <br />ATTAC11MBNT No. A- l <br />D OCSOC/I 400673 v 13/200272 -0001 <br />