Agmt01 Western Innisfree Ventures LLC

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covenants, assessments, easements, leases and taxes, other than those exception to title that have been approved in writing by Developer (the "Permitted Exceptions"), which approval will not be unreasonably withheld. All assessments and taxes shown on such Preliminary Reports that are Permitted Exceptions shall be satisfied from the Letter of Credit (or Cash Deposit) at the time of acquisition by the Agency. §312 ~ Concurrently with recordation o£the Grant Deed or Grant Deeds conveying title to the Agency, City-Transfer and Acquisition Parcels, the Title Company shall provide and deliver to Developer, ALTA title insurance policy(ies) issued by the Title Company insuring that the title to the Agency, City-Transfer and Acquisition Parcels is vested in Developer in the condition required by Section 311 of this Agreement together with such endorsements as are required by Developer. The Title Company shall provide the Agency with a copy of the title insurance policy. Concurrently with the recording of the Grant Deed or Grant Deeds, the Title Company, if requested by Developer, shall provide Developer with an endorsement to insure the amount of Developer's estimated development costs o£the improvements to be constructed upon the applicable Agency, City-Transfer and Acquisition Parcels, including the costs of demolition, site cleating, grading, construction of buildings, and installation of infrastructure improvements ("Acquisition Development Costs"). §313 Taxes and Assessments Ad valorem taxes and assessments, if any, and taxes which may be levied, assessed or imposed upon Developer's exercise of any rights under this Agreement, shall be borne by Developer to the extent Developer is responsible for the payment thereof in accordance with the provisions of Section 510. §314 Land Use Regulations Developer enters into this Agreement with the understanding that the Project is consistent with the General Plan of the City, and upon Developer's receipt of the requisite approvals for construction thereof, the Project will, if constructed, be constructed and operated under the applicable provisions of the Redevelopment Plan and, to the extent incorporated by reference in the Redevelopment Plan, any applicable provisions of other land use regulations of the City. Any material change in one or more of the aforesaid land use regulations prior to the issuance of the Certificate of Completion that adversely affects the construction or intended operation of the Project shall be grounds for termination of this Agreement by Developer pursuant to Section 807. {}315 Condition of the A¢o_uisition. Agency nnd City-Transfer Parcels anl;I the Pro_iect Si~¢ The Agency, City-Transfer and Acquisition Parcels shall be conveyed to Developer in an "as is" condition. Neither the City nor the Agency shall be responsible for the cost of any items of site work nor for any condition whatever that may be discovered on the Project Site at any time, except as may be otherwise provided in Section 207. The Agency makes no representation whatsoever regarding the condition of the Agency, City-Transfer or Acquisition Parcels or their suitability for the construction and operation of the Project thereon. Subject to the provisions of Section 302, it has been or shall be the sole responsibility of Developer, at Developer's sole expense, to investigate and determine the soil and geologic conditions of the Agency, City-Transfer and Acquisition Parcels (including the presence of toxic or hazardous materials) and the suitability and economic feasibility o£the Agency, City-Transfer and Acquisition Parcels for the construction o£the Project. If Developer makes an Election to Fund pursuant to Section 304, Developer shall have the option to take such action including, but 15 DOCSSFl:495065.9 9975-5 NWN