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ATTACHMENT NO. 8A PROMISSORY NOTE {Phase FS Agency Loan) $17500,000 201 Santa Ana, California FOR VALUE RECEIVED, the "Borrower"), promises to pay to the CONFAUNITY REDEVFLOPMEENT AGENCY F THE CITY OF SANTA ANA, a public body, corporate and politic (the "Agency"), or order, at the Agency' office at 20 Civic Center Plaza, Santa Ana, California 92701, or such other place as the Agency may designate in writing, the sum of One Million Five Hundred Thousand Dollars 1,500,000) (the "Note Amount"), in currency of the United States of America, which at the time of payment i s I aw fu 1 fo r the p a men t of public and pri vate d eb ts. 1. Agreement. This Promissory Note (the "Note") is given in accordance i th that certain Disposition and Development Agreement executed by the Agency and Santa Ana Station District, ITC, dated as of June 7, 201 (the "Agreement"). A portion of the rights and obligations of Santa Ana Station District, ITC under the Agreement was subsequently assigned to B orro or. The ri gh is and obli gati ons of the B orro er and the A gene y u nd r thi s No to shall b e governed by the Agreement and by the additional terms set forth in this Note. Capitalized terms not defined herein shall have the meaning ascribed to uch term in the Agreement. In the event of any inconsistencies h etw eery the terms of this Note and the terms of the Agreement or any other document related to the Dote Amount, the terms of this Note shall prevail. Interest. The Note Amount shall bear simple interest at the rate of three percent (3%) per annum, calculated From the latest date any amount hereunder is required to be paid. 3. Repayment of Dote Amount. The bete Amount shall be payable from the "'Profit-Sharing Amount," as defined and determined herein. Borrower s h all give written notice to the Agency, not later than one hundred twenty 1 o days after the sale of the last For- al e Unit (as defined in the Agreement), which shall include a statement of the `Net Profit," "Gross Sales Proceeds," the "'For-Sale Units Development Cost," and ""For-Sale Units Development Profit,' 9 as these terms are defined below, and a calculation of the Profit Sharing Amount. Within thirty o days of its receipt of Borrower" s written notice, Agency shall deliver to Borrower written notice of its acceptance of Borrower's calculations of the Profit Sharing Amount, or Agency's challenge of Borrower's calculations of the Profit Sharing Amount and request for a certified audit of Profit. Sharing Amount by an auditor chosen by Agency and reasonably acceptable to Borrower, at Agency's sole cost. Borrower agrees to cooperate with such audit, and shall be permitted to review and respond to the preliminary results of such audit before the audit is issued in final feral. If an audit is performed, the Profit Sharing Amount shall he as determined by the results of such audit. if It is determined that a Profit Sharing Amount is owed to the Agency, payment shall be made to the Agency n later than thirty o days after the Agen y" s written acceptance of Borrower's calculations of the Profit Sharing Amount, or the delivery of the final results of the audit, as applicable. In the event that the Profit Sharing ATTACHMENT ISO. A -1 DO Df t 400673 v 1 4/20027 -000 1