80A - SETTLEMENT AGMT FINAL VERSION

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company mutually satisfactory to both parties (the "Escrow Agent") within fifteen (15) days after the Date of Agreement. In the event that the Segura Parcels have not been acquired by the Agency on or before September 15, 2010 (if Developer is awarded a reservation of Tax Credits for Phase R-1 in the second Tax Credit round of 2010, and otherwise forty-five (45) days prior to submission date of a Tax Credit application to TCAC for Phase R-1 if Developer does not receive a reservation of Tax Credits in the second round of 2010, as all such dates may be extended by a CEQA challenge), the Developer shall redesign Phase R-1 so as to exclude the Segura Parcels in which event Developer's obligations with respect to Phase R-1 shall be extended by the time necessary for such redesign. If and to the extent the Additional Properties and/or Segura Parcels have been acquired by the Agency within the time frame set forth herein, the acquired Additional Parcels and/or Segura Parcels shall become part of the Site. 201.1 Costs of Escrow. The Agency shall pay the premium for the Title Policy as set forth in Section 203 hereof, recording fees, if any, and the documentary transfer taxes, if any, due with respect to each Conveyance ("Agency Title Policy Costs"). The Developer shall pay for any additional costs with respect to title insurance for each Conveyance, including the cost of an ALTA policy, any surveys or inspections necessary for the issuance of an ALTA policy or any endorsements requested by the Developer pursuant to Section 203 not paid by the Agency as part of the Agency Title Policy Costs ("Developer Title Policy Costs"). All other usual fees, charges, and costs which arise from the Escrows shall be split 50/50. 201.2 Escrow Instructions. This Agreement constitutes the joint escrow instructions of the Agency and Developer, and the Escrow Agent to whom these instructions are delivered is hereby empowered to act under this Agreement. The parties hereto agree to do all acts reasonably necessary to close this Escrow in the shortest possible time. Insurance policies for fire or casualty are not to be transferred, and Agency will cancel its own policies, if any, with respect to each Phase after the Closing associated with such Phase. All funds received in the Escrow for a particular Phase shall be deposited with other escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank authorized to do business and currently doing business in the State of California. All disbursements shall be made by check from such account. If in the opinion of either party it is necessary or convenient in order to accomplish a Closing, such party may require that the parties sign supplemental escrow instructions; provided that if there is any inconsistency between this Agreement and the supplemental escrow instructions, then the provisions of this Agreement shall control. The parties agree to execute such other and further documents as may be reasonably necessary, helpful or appropriate to effectuate the provisions of this Agreement. Each Closing shall take place when both the Agency's Conditions Precedent and the Developer's Conditions Precedent as set forth in Section 204 have been satisfied with respect to the applicable Phase. Escrow Agent is instructed to release the Agency's and Developer's escrow closing statements to the respective parties. 201.3 Authority of Escrow Agent. With respect to the Closing for each Phase, the Escrow Agent is authorized to, and shall: DOCSOC/ 1400673 v 141200272-0001 13