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for such Phase shall have closed and funded or be ready to close and fund at the applicable <br />Closing. <br />(g) General Contractor Contract. The Developer shall have provided <br />or caused to be provided to the Agency Executive Director a copy of a valid and binding contract <br />between the Developer and one or more California-licensed general contractors for the <br />construction of the Developer Improvements associated with such Phase, certified by the <br />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) Guaranty. 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, L.P., a <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 such entity as may be approved by the Agency Executive Director, <br />acting in her sole and absolute discretion as the Guarantor of Phase FS, if there is a transfer or <br />assignment of Phase FS ("Phase FS Guarantor") (collectively, the "Guarantor(s)"), shall <br />guaranty completion of the construction of each applicable Phase or Phases (1) substantially <br />within the time limits set forth herein and in the Schedule of Performance, (2) substantially in <br />accordance with the Scope of Development, as the same may be modified from time to time in <br />accordance with the terms of this Agreement, (3) free and clear of any mechanics liens, <br />materialmen's liens and equitable liens, and (4) all costs of construction shall be paid prior to <br />delinquency. In addition, the Guaranty will provide for the waiver by Guarantor of any and all <br />rights, waivers and defenses which may otherwise be available under state or federal law to <br />prevent the Agency's enforcement of the Guarantor's obligations under the Guaranty. <br />(i) Revised Budget. The Developer has prepared and the Agency has <br />approved the Revised Budget for the applicable Phase. <br />204.2 Developer's Conditions of Closing. The Developer's obligation to <br />proceed with the Closing of each Phase is subject to the fulfillment 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"), which are solely for the benefit of the Developer, and <br />which shall be fulfilled or waived on or before the applicable Outside Closing Date. Any <br />condition not specifically waived prior to Closing shall be deemed waived upon Conveyance for <br />the Phase associated with such Closing: <br />(a) No Default. Prior to the Close of Escrow for such Phase, the <br />Agency has not committed and failed to cure any defaults in 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) Execution of Documents. The Agency shall have executed, and as <br />necessary for recordation, shall have had acknowledged, the applicable Grant Deed and any <br />other documents required hereunder with respect to such Phase, and shall have delivered such <br />documents into Escrow. <br />DOCSOC/1400673Y 141200272-0001 <br />18