80A - SETTLEMENT AGMT FINAL VERSION

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Developer and Agency Executive Director (the "Outside Closing Date"). In the event a Closing fails to occur for any Phase by the applicable Outside Closing Date as a result of the failure to obtain Tax Credits, in spite of Developer's commercially reasonable efforts to obtain same, the Developer shall not be deemed to be in Default under this Agreement, but the Agency may elect to terminate this Agreement with respect to such Phase. Each Closing shall occur at a location within Orange County at a time and place reasonably agreed on by the parties. The "Closing" shall mean the time and day the Grant Deed for the applicable Phase is filed for record with the Orange County Recorder. The "Closing Date" shall mean the day on which each applicable Closing occurs. Concurrently with the Closing for the first Portion or Phase of Phase FS, Agency and Developer shall enter into a right of entry agreement, in a form reasonably acceptable to the parties, which will include indemnities and insurance provisions in favor of Agency and which permits Developer to enter upon the balance of Phase FS which has not then been Conveyed to Developer for the purpose of grading and site preparation. 201.5 Closing Procedure. Escrow Agent shall close Escrow for each Phase, as follows: (a) Record the Grant Deed for such Phase with instructions for the Recorder of Orange County, California to deliver the Grant Deed to the Developer; (b) Record the Agency Deed of Trust for Phase R-1, Phase R-2, or Phase FS, as applicable with instructions for the Recorder of Orange County, California to deliver the Agency Deed of Trust to the Agency; (c) Record the Regulatory Agreement for Phase R-1 or Phase R-2, as applicable (but not for Phase FS since there will be no Regulatory Agreement associated with Phase FS) with instructions for the Recorder of Orange County, California to deliver the Regulatory Agreement to the Agency; (d) Instruct the Title Company to deliver the applicable Title Policy to the Developer; (e) Deliver the Promissory Note to the Agency for Phase R-1, Phase R-2, or Phase FS, as applicable; (f) File any informational reports required by Internal Revenue Code Section 6045(e), as amended, and any other applicable requirements; (g) Deliver the FIRPTA Certificate for such Phase, if any, to the Developer; and (h) Forward to both the Developer and Agency a separate accounting of all funds received and disbursed for each party and copies of all executed and recorded or filed documents deposited into Escrow, with such recording and filing date and information endorsed thereon. 202. Review of Title. The Developer shall, at its cost and expense, secure a survey of each Phase of the Site. Within thirty (30) days after the Date of Agreement, the Agency shall 15 DOCSOC/1400673v 14/200272-0401