80A - SETTLEMENT AGMT FINAL VERSION

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cause Old Republic Title Company, or another title company mutually agreeable to both parties (the "Title Company"), to deliver to the Developer a standard preliminary title report (the "Report") with respect to the title to the Site, together with legible copies of the documents constituting title exceptions (the "Exceptions") set forth in the Report. The Developer shall have the right to approve or disapprove in its sole discretion (i) the Report, (ii) the Exceptions, (iii) any surveys delivered to it by Agency or ordered by Developer, (iv) the availability and cost of any title endorsements the Developer or its lenders may desire, and (v) any other matters pertaining to title (collectively, the "Title Matters"); provided, however, that the Developer herein approves the following Exceptions: (a) the Redevelopment Plan; (b) the lien of any nondelinquent taxes and assessments (to be prorated at Close of Escrow) with respect to each Phase; and (c) the provisions of the Grant Deed. The Developer shall have one hundred twenty (120) days from the Date of Agreement to give written notice to the Agency and Escrow Holder of the Developer's approval or disapproval of any Title Matters. The Developer's failure to give written disapproval within such time limit shall be deemed approval of all Title Matters. If the Developer notifies the Agency of its disapproval of any Title Matter, the Agency shall have the right, but not the obligation, within ten (10) business days after receiving written notice of the Developer's disapproval, to notify the Developer that it will cause the same to be cured at the Agency's sole cost to the Developer's satisfaction. If the Agency cannot or does not timely so elect by timely delivery of notice, the Developer shall have ten (10) business days after the expiration of such ten (10) business day period to either give the Agency written notice that the Developer elects to proceed with the purchase of the Phase affected thereby subject to the disapproved Title Matter(s) or to give the Agency written notice that the Developer elects to terminate the rights and obligation of the parties under this Agreement with respect to such Phase. The Developer shall have the right to approve or disapprove any subsequent title exceptions not caused by the Developer and reported after the Developer has approved the Title Matters in the manner set forth above, including Title Matters associated with any Additional Properties. If the Developer disapproves any subsequent title exception, and the matter cannot be solved to the satisfaction of the parties, the Developer shall have the right to terminate the rights and obligations of the parties under this Agreement with respect to the Phase affected thereby. Except as set forth herein, the Agency shall not voluntarily create any new exceptions to title following the Date of Agreement. 203. Title Insurance. Concurrently with recordation of each Grant Deed conveying title to the applicable Phase, there shall be issued to the Developer a CLTA (or, at Developer's request, an ALTA) owner's policy of title insurance (each, a "Title Policy") in the amount of the unrestricted fair market value of the portion of the Site being conveyed, as agreed upon by the parties prior to Closing, together with such endorsements as the Developer arranges with the Title Company during the title review period described in Section 202, issued by the Title Company insuring that the title to such Phase is vested in the Developer with no exceptions other than those approved by the Developer pursuant to Section 202. The Title Company shall 16 DOCSOG1400673v14l200272-000 L