80A - JOINT PH - TRANSIT ZONING CODE, FINAL EIR, SPECIFIC PLAN ETC. - ORIGINAL PACKET PROVIDED TO COUNCIL

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(d) Record the Giant Deed, Regulator' Agreement, Notice of Affordability Restrictions, as to the Rental Portion of the Project, Agency Deed of Trust for such Phase, and any and all other recordable documents when both the Developers Conditions Precedent and the Agency's Conditions Precedent for such Phase have been f elf tiled, or waived b y the Developer or Agency, respectively. (e) Do such other actions as necessary, including obtaining the applicable Title Policy, to fulfill its obligations under this Agreement. (f) Within the discretion of the scrow Agent, direct tie Agency and Developer to execute and deliver any instrument, affidavit, and statement, and to perforrn any act reasonably necessary to compl y with the provisions of FI PTA and any similar state or federal act or regulation promulgated thereunder. The Agency agrees to execute a Certificate to cif Non - Foreign Status by individual transferor and/or a Certification of Compliance with Real Estate Reporting Requirement of the 1986 `fax Reforin Act for each Please as may be required by the Escrow Agent, on the form to be supplied by the Escrow Agent. (g) Prepare and file with all appropriate governmental or taxing authorities a uniform settlement statement, closing statement, tax withholding forts including an IRS 1 099 -S form, and be responsible for withholding taxes, if any such forms are provided for or required by law. 201.4 Closing. Each Phase shall close (each. a "Closing" ) within thirty 3 days of the satisfaction of all of the A envy "s and Developer's Conditions Precedent to Closing for such Phase as set forth in Section 204 hereof, with respect to cacti Phase but in no event later than a the earlier to occur of i one hundred fifty days after Developer receives a preliminary reservation of Tax Credits for Phase R-1 pith Developer entitled to apply for Tax Credits for four consecutive rounds), or Mareh 31, 2013 "Phase R -1 Outside Closing Date"), b the earlier to occur of i one hundred fifty days after Developer receives a preliminary reservation of Tax Credits for Phase R-2 (with Developer entitled to apply for Tax Credits for fur consecutive rounds) s or March 31, 2014 "Phase R -2 outside Closing Date"), and c ) January 31, 2011 for the first Closing with respect to Phase FS "Phase FS Outside Closing Date" and , 20 , for the final Closing with respect to Phase FS the "Final Phase PS Outside Closing Date''), subject to extensions due to events of i foi-ce jnc#eui-e pursuant to Section 507 (provided, that, no extension of the Phase R -1 Outside Closing Date, the Phase R-2 Outside Closing Date or the Phase FS Outside Closing Date due to force niajew-e shall be longer thall twelve 12 Months unless such extension results from C QA challenge), or (y) written extensions made by the Developer and Agency Executive Director (the "Outside Closing Date'). In the event a Closing fails to occur for any Please by the applicable Outside Closing Date as a re Lilt of the failure to obtain Tax Credits, in spite of Developer's commercially •easonable efforts to obtain swine, the Developer shall not be deemed to be in Default tinder 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 oil 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 fora l D S /I 4 00 7 vl /200272 -000