80A - SETTLEMENT AGMT FINAL VERSION

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specific performance of the terms of this Agreement, or to cure, correct or remedy any Default, to recover damages for any Default, or to obtain any other remedy consistent with the purposes of this Agreement. Specific performance shall be available as a remedy to the greatest extent legally allowable. Such legal actions must be instituted in the Superior Court of the County of Orange, State of California, in an appropriate municipal court in that county, or in the United States District Court for the Central District of California. Notwithstanding anything to the contrary contained herein, nothing in this Agreement, including the Attachments and in any Implementation Agreements hereto, shall be construed to provide that a Default relating to one Phase shall constitute a Default under any other Phase, i.e., there shall be no cross defaults between Phases or each Phase's Developer entity. Accordingly, any rights and remedies sought under this Agreement following a Default shall be limited to the Phase in which such Default occurred. 503. Rights of Termination. 503.1 Termination by Agency. In the event that the Agency is not in Default under this Agreement, and (a) the Developer does not fulfill one or more of the Agency's Conditions Precedent with respect to a Phase which is capable of being satisfied by the Developer on or before the time set forth herein (or in the Schedule of Performance) and such condition is not satisfied after notice and an opportunity to cure as provided in Section 501 hereof, and such failure is not caused by the Agency; or (b) the Developer is otherwise in Default under the terms of this Agreement and fails to cure such Default within the time set forth in Section 501 hereof; then this Agreement and any rights of the Developer or any assignee or transferee with respect to or arising out of this Agreement shall, at the option of the Agency, be terminated as to such Phase by written notice thereof to the Developer. From the date of the written notice of termination of this Agreement as to such Phase by the Agency to the Developer and thereafter this Agreement shall be deemed terminated as to such Phase (but not as to any other Phase), then the Agency shall not be obligated to make any further disbursement of the Agency Loan for such Phase or of any Homebuyer Assistance Loan, repayment of the Promissory Note relating to such Phase shall be accelerated, and there shall be no further rights or obligations between the parties with respect to such Phase, except that if the Developer is in default hereunder, the Agency, after delivery of notice of default and expiration of the cure period provided in Section 501 hereof, may pursue any remedies it has at law or equity against the Developer in accordance with Section 502 hereof. 503.2 Termination by Developer. In the event the Developer is not in Default under this Agreement, and (a) the Agency does not fulfill one or more of the Developer's Conditions Precedent with respect to a Phase which is capable of being satisfied by the Agency on or before the time set forth in this Agreement (or in the Schedule of Performance) and such condition is not satisfied after notice and an opportunity to cure as provided in Section 501 hereof, and such failure is not caused by the Developer; or (b) the Agency is otherwise in Default under the terms of this Agreement and fails to cure such Default within the time set forth in Section 501 hereof, then this Agreement and any rights of the Agency with respect to or arising out of this Agreement shall, at the option of the Developer, be terminated as to such Phase by written notice thereof to the Agency. From the date of the written notice of termination of this Agreement as to such Phase by the Developer to the Agency and thereafter this Agreement shall be deemed terminated as to such Phase (but not as to any other Phase), the Developer shall not 59 DOCSOG 1400673v 14/200272-0001