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Developer to be a true and correct copy thereof, or shall have provided to the Agency Executive <br />Director a copy of the construction budget for such Phase if the Developer elects to act as the <br />general contractor/owner-builder. <br />(h) Guara 1j). The Developer shall obtain and provide for the benefit <br />of the Agency a separate guaranty for each Phase (the "Guaranty" in a form reasonably <br />acceptable to the Agency Executive Director, pursuant to which The Related Companies, .P., <br />New York limited partnership, as guarantor of Phase R -1 and Phase R -2 "Phase R -1 and <br />Phase R -2 Guarantor"'), and Oita Ventures, L C as guarantor of Phase FS or such other entity as <br />ins inay be approved by the Agency Executive Director, acting in her sole and absolute discretion <br />("Phase PS Guarantor"' (collectively, the "Guarantor(s)"), shall guaranty completion of the <br />construction of each applicable Phase or Pleases l substantially within the tithe limits set forth <br />herein and its the Schedule of Performance, 2 substantially in accordance with the Scope of <br />Development, as the same may be modified froth tinne to time its accordance with the terms of <br />this Agreement, 3 free and clear of any ni chanies liens, materialmen's liens and equitable <br />liens, and 4 all casts of construction shall be paid prior to delinquency. In addition, the <br />Guaranty will provide for the waiver by Guarantor of any and all rights, waivers and defenses <br />which may otherwise be available under state or federal law to prevent the Agency's <br />enforcement of the Guarantor's obligations under the Guaranty. <br />(i) Revised Bridget. The Developer has prepared and the Agenc y has <br />approved the Revised Budget for the applicable Phase. <br />204.2 Deirelopei•'s Conditions of Closing. The Developer's obligation to <br />proceed with the Closing of each Phase is subject to the fulfillinent or waiver by the Developer <br />of each and all of the conditions precedent a through (n), inclusive, described below (the <br />"Developer's Conditions Precedent'), kvhich are solely for the benefit of the Developer, and <br />which shall be fulfilled or waived on or before the applicable Outside Closing Date. Ally <br />condition not specifically waived prior to Closing shall be deemed waived upoll Conveyance for <br />the Phase associated with such Closing: <br />(a) No Default. Prior to the Close of Escrow for such Please, the <br />Agency has not committed and failed to cure any defaults its any of its obligations under the <br />terms of this Agreement with respect to such Phase and all representations and warranties of the <br />Agency contained herein shall be true and correct in all material respects. <br />(b) L of Documents. The Agency shall have executed, and as <br />neecssary for recordation, shall have had acknowledged, the applicable Grant Deed and an <br />other documents required hereunder with respect to such Phase, and shall have delivered such <br />documents into Escrow. <br />(c) of Closing C sfs. Prior to the Close of Escrow for such <br />Phase, Agency shall have paid all required costs of such Closing into Escrow in accordance with <br />Section 201. <br />(d) .R vieiiy and Ajjj)roi;aI of Title. Developer shall have reviewed and <br />approved the Condition of Title of such Phase, as provided in Section 202. <br />1 <br />C / 1400673 v131200272 -0001 <br />