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for such Phase hall have clo s d and funded or be ready to close and fund at the applicable Closing. (g) General Contractor Contract. The Developer hall have provided or caused to be provided to the Agency Executive i r for a copy of a valid and binding contract between t h Developer and one or more California-licensed general contractors for the construction of the Developer ]Improvements associated with such Phase, certified by the Developer to be a true and correct copy thereof, or shall have prow i d d to the Agency Executive Director a copy of the construction budget for such Phase if the Developer elects to act as the general con Lrator /ow ner -h u ild er. (h) Gu The Developer shall obtain and provide for the benefit of the Agrency a separate uaran t for each Phase the "Guaranty") in a form reasonably acceptable to the Agency Executive Dire tor, pursuant to which The Related Companies, L.P. , a New York limited partnership, as guarantor of Phase R-1 and Phase 1- ("Phase -1 and Phase R-2 Guarantor), and such entity as may be approved by the Agency Executive Director, acting in her sole and absolute discretion as the Guarantor of Phase FS, if there is a transfer or assignment of Phase F ("'Phase FS Guarantor" ) (collectively, the "Guarantor(s)"), shall guaranty completion f the construction of each ap pli able Phase or Phases 1 substantially within the time limits set forth herein and in the Schedule of Performance} substantially in accordance with the Scope of Development, as the same may be modified from time to time in accordance with the terms of this Agreement, free and clear of any mechanics liens, materialmen's liens and equitable liens, and 4 all costs of construction shall b paid prior to delinquency. In addition, the Guaranty will provide for the waiver by u a ra n for of any and all rights, waivers and defenses which may otherwise be available under state or federal law to prevent the Agency's enforcement of the Guarantor's obligations under the Guarantor. (i) Budget. The Developer has prepared and the Agency has approved the Revised Bud c t for the applicable Phase. 204.2 Developer's Conditions f Closing. The Developer's obligation to proceed with the Closing of each Phase is subject to the fulfillment or waiver by the Developer of each and all of the conditions precedent a through (n), inclusive, described below (the "'Developer"s Conditions Precedent"), , which are solely for the benefit of the Developer, and which shall be fulfilled or waived on or before the applicable Outside, Closing Date. Any condition net specifically waived prig to Closing shall b e deemed waived upon Conveyance for the Phase associated with such Closing: (a) No Prior to the Close of Escrow for such Phase, the Agency has not committed and fair d to cure any defaults in any of its obligations under the terms of this Agreement with respect to such Phase and all representations d warranties of the Agency contained herein s h all be true and correct in all material respects. (b) Execution of Documents. The Agency shall have executed, and as necessary for recordation, shall have had acknowledged, the applicable Grant Deed and any other documents required hereunder with respect to such Phase, and shall have delivered such documents into Escrow. 1 DO 14 73 v 1 4/20027 - 01