80A - SETTLEMENT AGMT FINAL VERSION

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• Architectural, engineering, design and reproduction fees; • Consulting and professional fees paid to third parties with respect to the Agreement and the construction of Phase FS; • Development, permit and inspection fees charged by any public agency incurred and paid by the Borrower; • An overhead fee payable to the Borrower which shall not exceed three percent (3%) of the gross sales prices of the For-Sale Units and other project revenue; • Construction loan fees and points; • Repayment of construction loan principal, interest and contingent interest; • Repayment of equity loans and contributions, including principal, interest and preferred returns; • Permanent loan fees and points payable by the Borrower; • Other fees and costs of construction loans and equity financing; • Property taxes, insurance costs, security costs, utility costs and maintenance expenses incurred during the construction period; • Homeowners' association dues payable by the Borrower; • Sales commissions payable to the Borrower's agents and brokers (not to exceed 2%) and cooperating buyers' agents and brokers for the sale of the For-Sale Units; + Other reasonable and actual costs of conveying the For-Sale Units to homebuyers, including escrow fees, title insurance fees, taxes and fees imposed with respect to the sale of the For-Sale Units; • Builder's warranty reserve fiends not to exceed $4,000 per For-Sale Unit; and • Any other actual costs to the Borrower of planning, designing, financing, constructing and developing Phase FS which have not been paid by the Agency or other parties. "For-Sale Units Development Profit" shall mean twelve percent (12%) of the sum of (i) the total base sales prices for the For-Sale Units, plus (ii) the Gross Options and Upgrades Proceeds for the For-Sale Units. This amount shall be paid to and/or retained by the Borrower prior to the payment of the Profit Sharing Amount, if any, to the Agency hereunder. For the purpose of facilitating the calculation the For-Sale Units Sales Proceeds, Gross Options and Upgrades Proceeds, and Net Options and Upgrades Proceeds, the purchase and sale agreement for each For-Sale Unit shall delineate the base sales price and the price charged to the buyer for Options and Upgrades. 5. Security. This Note is secured by a Deed of Trust (the "Deed of Trust") dated as of the same date as this Note. The Deed of Trust shall be recorded in second priority and shall be subordinate only to the deed of trust securing Borrower's construction financing for the Project as approved by Agency pursuant to the Agreement. The Deed of Trust shall provide for a partial reconveyance of the Deed of Trust in connection with the sale of each individual For- Sale Unit. Agency understands that the Deed of Trust will be fully reconveyed prior to the payment made pursuant to Section 3 hereof. 6. No>nrecourse. Until the full reconveyance of the Deed of Trust, this Note shall constitute a nonrecourse obligation of Borrower, and neither Borrower nor any of its members shall have any personal liability for payment or performance of this Note. In the event of a ATTACHMENT NO. 8A-3 DOCSOC/1400673v 14/200272-0001