FRIENDS OF THE LACY HISTORIC NEIGHBORHOOD-2011

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(a) Pay and charge the Agency for the Agency Title Policy Costs, and any amount necessary to place title in the condition necessary to satisfy Section 202 of this Agreement. (b) Pay and charge the Developer and Agency each 50% of escrow fees, charges, and costs payable under Section 201.1 of this Agreement, excluding documentary transfer taxes. (c) Pay and charge the Developer for the Developer Title Policy Costs. (d) Record the Grant Deed, Regulatory Agreement, Notice of Affordability Restrictions, as to the Rental Portion of the Project, Agency Deed of Trust for such Phase, and any and all other recordable documents when both the Developer's Conditions Precedent and the Agency's Conditions Precedent for such Phase have been fulfilled, or waived by the Developer or Agency, respectively. (e) Do such other actions as necessary, including obtaining the applicable Title Policy, to fulfill its obligations under this Agreement. (f) Within the discretion of the Escrow Agent, direct the Agency and Developer to execute and deliver any instrument, affidavit, and statement, and to perform any act reasonably necessary to comply with the provisions of FIRPTA and any similar state or federal act or regulation promulgated thereunder. The Agency agrees to execute a Certificate of Non-Foreign Status by individual transferor and/or a Certification of Compliance with Real Estate Reporting Requirement of the 1986 Tax Reform Act for each Phase as may be required by the Escrow Agent, on the form to be supplied by the Escrow Agent. (g) Prepare and file with all appropriate governmental or taxing authorities a uniform settlement statement, closing statement, tax withholding forms including an IRS 1099-S form, and be responsible for withholding taxes, if any such forms are provided for or required by law. 201.4 Closing. Each Phase shall close (each a "Closing") within thirty (30) days of the satisfaction of all of the Agency's and Developer's Conditions Precedent to Closing for such Phase as set forth in Section 204 hereof, with respect to each Phase but in no event later than (a) the earlier to occur of (i) one hundred fifty days after Developer receives a preliminary reservation of Tax Credits for Phase R-1 (with Developer entitled to apply for Tax Credits for four consecutive rounds), or March 31, 2013 ("Phase R-1 Outside Closing Date"), (b) the earlier to occur of (i) one hundred fifty days after Developer receives a preliminary reservation of Tax Credits for Phase R-2 (with Developer entitled to apply for Tax Credits for four consecutive rounds) or March 31, 2014 ("Phase R-2 Outside Closing Date"), and (c) January 31, 2011 for the first Closing with respect to Phase FS ("Phase FS Outside Closing Date") and January 31, 2012, for the final Closing with respect to Phase FS (the "Final Phase FS Outside Closing Date"), subject to extensions due to (x) events of force majeure pursuant to Section 507 (provided, that, no extension of the Phase R-1 Outside Closing Date, the Phase R-2 Outside Closing Date or the Phase FS Outside Closing Date due to force majeure shall be longer than twelve (12) months unless such extension results from CEQA challenge), or (y) written extensions made by the 14 DQCSQC/ 1400673v 14/200272-0001