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ATTACHMENT NO. 8A <br />$1,500,000 <br />, 201 <br />Santa Ana, California <br />FOR VALUE RECEIVED, (the "Borrower"), <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, or 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 of public and private debts. <br />1. Agreement. This Promissory Note (the "Note") is given in accordance with that <br />certain Disposition and Development Agreement executed by the Agency and Santa Ana Station <br />District, LLC, dated as of June 7, 2010 (the "Agreement"). A portion of the rights and <br />obligations of Santa Ana 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 Note. Capitalized terms <br />not defined herein shall have the meaning ascribed to such term in the Agreement. In the event <br />of any 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 />2. Interest. The Note Amount shall bear simple interest at the rate of three percent <br />(3%) per annum, calculated from the latest date any amount hereunder is required to be paid. <br />3. Repayment of Note Amount. The Note Amount shall be payable from the <br />"Profit-Sharing Amount," as defined and determined herein. Borrower shall give written notice <br />to the Agency, not later than one hundred twenty (120) days after the sale of the last For-Sale <br />Unit (as defined in the Agreement), which 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 below, and a calculation of the Profit Sharing Amount. <br />Within thirty (30) days of its receipt of Borrower's written notice, Agency shall deliver to <br />Borrower written notice of its acceptance of Borrower's calculations of the Profit Sharing <br />Amount, or Agency's challenge of Borrower's calculations of the Profit Sharing Amount and <br />request for a certified audit of Profit Sharing Amount by an 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 form. 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, payment shall be made to the Agency no later than thirty (30) days after the <br />Agency's written acceptance of Borrower's calculations of the Profit Sharing Amount, or the <br />delivery of the final results of the audit, as applicable. In the event that the Profit Sharing <br />PROMISSORY NOTE <br />(Phase FS Agency Loan) <br />ATTACHMENT NO. 8A-1 <br />DOCSOCI 4006730 41200272-0001