80A - TRANSIT CODE AND STATION DISTRICT - EXHIBIT J

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{d} Record tl~e Grant Deed, Reg~rlatary Agreement, Notice of Affordabilit~t Restrictions, as to tl~e Rel~tal Pol•tiorr of the Project, Agency Deed of Trust for such Phase, al~d at~y and all atl~er recordable docur~~ents ~~rl~el~ both the De~relopetk's onditians Precedent and the Agenc~~'s Oonditions P~'ecedent for• s~lch Phase l~a~e bee~a f~rlf~lled, or ~~ai~ed h~T tl~e Developer or Agency, respectively, fie} Do such other actions as necessary, i~~c~~~dil~ obtalning the applicable Title Policy, to fulfill its obllgatlor~s under this Areen~el~t~ ltli ii1 tl~e ~ lscretion of the ~scro~~T Agent, direct tl~e Agency at~d Developer to execrate and deliver arr~r lllstrurnent, affidavit, al~d statement, a1~Cl to perforlr~ at~y act reasonably t~ecess~ry to comply ~~~itl~ tl~e provisions of Fr~PT'A and any silila~t state or federal act ot~ reg~~latiorr pralnulgated tl~ereut~der, Tl~e Ager~cy agrees to execrate a el•tificate of Nolr->~oreiglr tatr~s by iz~dividz~al transferor andlor a ~ertificatior~ of Oompliance ~~ith Real estate Reporting Regr~irelnelrt of the ~ ~S~ Tax Refor~rl Act foci each Phase as may he re~r~hed by tl~e ~cro~v Agent, olr the form tQ be sr~pplied by the ~scro~~~ Agent. {g} Prepal'e ar~d file ~~ith all apprapl~iate goverlrlr~errtal or taxing a~ltharities ~ ut~~for~~ settle~rrent statement, closrn state~~ent, tax ltlrlrolding forln includil~g all IRS ~ 099- form, a~~d be responsible for u~itl~holding taxes, if arr~? Buell farms ale provided for' or rec~r~i~~ed by la~i~~ X01.4 lasi~ag; ~acl~ Phase shall close ~eacll a "Closing") ~~ritlrllr tl~lrty {a~ days of ~lre satis~'actial~ of alb of the Agelrc~r's and De~lal~el•'s o~~dltlol]s Pr~ece~e~rt to ~lasi~~g for• such Phase as set for•tl~ in ectiolr 2~4 liereaf, ~vitl~ xesp~ct to each Phase but ire too event later than ~a~ the ea~~lie~' to occur of {i} arre hr~l~clred days after Developer recei~s a p~'elll~lnar`Y resex~vatlon of Tax Credits far Phase R~ l ~~vitl~ De~elaper entltled to apply far Tax Credits folk fo~~~' consecutive raulr~is}, ar Mai+cl~ 1, X013 ~"Phase -1 Outside losi~~ Date"}, ~b}the earlier to occur of {i~ one l~~~ndl'ed ~iy days after De~elopel~ deceives a prelilrlinary reser~atiot~ of Tax Credits for• Phase R-~ {~~ith Developer entitled to apply for Tax Cl+edits far ~'o~~r consecrlti~e 1'Ollt~ds} ol• il~arcll 1, 20 ~4 {"Phase R~2 Outside losilrg Date"}, and ~c} ~an~rary ~ 2a~ talk the first Olosilig ~~fith ~~espect to Phase ~"Please F Outside ~Iosing Date"} al~d , 2a~, far the ~l~al closing ~~~itlr respect to Phase ~ ~tl~e "~'inai Phase P Outside losilrg Date"}, subject to exterlslalls drre to events ~f , o~'ce ~t~c~etr~~e i~urrla~~t to ectian ~pravided, that, era extension of the Please R-~ Outside Closing Date, tl~e Phase R-~ Outside Olosing Date ol• the Phase Outside Clasirr Date due to ~~y~c ~~rajtr~~e shall be langeli thal~ twelve {l~} trro~ati~s ~~lrless such exterlsian ~+esr~lts f~'atn GSA challenge}, al` ~vrittelr extensions rz~ade by the De~elal~e~~ and Agelrcy ~xecutl~re Director {tl~ "Outside Clasen Date"~. ~n the everrt a Ceasing fails to occur for• al~y Phase by the applicable O~rtside Closing Date as a result of the failure to obtain Tax Credits, in spite of De~xelopel''s commercially reasox~able effal~ts to obtain same, the Developer shall x~ot ~e deerrred to be in Defarrlt render this Agreement, brit tine Agerrcy may elect to terl~linate this Agreer~rent with respect to such Phase each Closil~ shall occur at a location within Orange Corrnty at a time and place reasonably agreed an by the parties. The "closing" shall mean tl~e time at~d clay the Grant Deed for' the applicable Phase is filed foe' record ~~~itll the Ol;a~~ge ot~nty Reorder, The`Closing Date" shall nrear7 the day ate which each applicable closing occ~~rs. Concurrently ~~ith tl~e Cosilrg for the first portion or phase of Phase P, Agelrcy and Developer shall et~tel' into a right of entry agree~~ne~~t, in . farm 14 ~CS~CI~ ~ ~DG~3~~13i~ ~~~7~-000 ~