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"Tax Credits" shall mean federal low income housing tax credits granted pursuant to <br />Section 42 of the Internal Revenue Code and/or, if applicable, state tax credits pursuant to <br />California Revenue and Taxation Code Sections 17057.5, 17058, 23610.4 and 23610.5 and <br />California Health & Safety Code Sections 50199, et seq. <br />"TCAC" means the California Tax Credit Allocation Committee, the allocating agency <br />for Tax Credits in California. <br />"Third Patty Costs" means Site Plan Review Fees and those amounts actually paid or <br />obligations incurred for work actually done by those consultants, contractors and advisors of the <br />Developer listed on Attachment No. 13 and incorporated herein by reference not to exceed <br />Two Hundred Sixty-Five Thousand Dollars ($265,000). <br />"Title Company" is defined in Section 202. <br />"Title Policy" is defined in Section 203. <br />"Total Development Costs" means the total development costs for the Developer <br />Improvements for each Phase as shown on the Budget and the Revised Budget. <br />"Transferee" is defined in Section 602.1. <br />"Transferor" is defined in Section 602.1. <br />"Very Low Income" and/or "Very Low Income Households" shall mean very low <br />income households as defined in Health & Safety Code Section 50105. <br />200. CONVEYANCE OF THE SITE. <br />201. Conveyance of the Site and Escrow; Consideration. Subject to all of the terms <br />and conditions of this Agreement, the Agency shall convey fee title to each Phase of the Site to <br />the Developer, and the Developer agrees to accept fee title to each Phase of the Site. The parties <br />specifically recognize and acknowledge that Phase FS will close in two or more Portions or <br />Phases, with the specific Portions or Phases subject to the mutual agreement of the parties. The <br />Conditions Precedent to Closing, and all of the other provisions of this Section 201, shall he <br />applicable to each such Portion or Phase of Phase FS being Conveyed. With respect to Phase <br />R-1, the Agency shall use commercially reasonable efforts to acquire the Segura Parcels and the <br />Additional Property applicable to Phase R-1 on or before September 15, 2010, if Developer is <br />awarded a reservation of Tax Credits for Phase R-1 in the second Tax Credit round of 2010, and <br />otherwise forty-five (45) days prior to submission date of a Tax Credit application to TCAC for <br />Phase R-1 if Developer does not receive a reservation of Tax Credits in the second round of <br />2010, as all such dates may be extended by a CEQA challenge, and, with respect to Phase R-2, <br />forty-five (45) days prior to the date of any submission of a Tax Credit application to TCAC with <br />respect to the Additional Properties included in each applicable Phase, subject to force majeure <br />resulting from a CEQA Challenge, but in no event shall the Agency be required to undertake or <br />complete such acquisition by use of its power of eminent domain. The Purchase Price for each <br />Phase of the Site shall be One Dollar ($1.00). In implementation of the Conveyances, the parties <br />shall open escrow (each, an "Escrow") with Old Republic Title Company, or another escrow <br />12 <br />DOCSOG 1400673v 1 4/20027 2-000 1