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(c) Substitution of Affordable Housing Site and/or Affordable HOLISing, Project. In the event the Developer seeks to substitute the Affordable Housing Site and/or Affordable Housing Project as set forth in Section 2.2(D) of the Development Agreement and said substitution is approved by the City Council in the manner set forth in the Development Agreement, the City Manager shall be authorized to execute any conforming amendments to this Agreement as may be necessary to reflect the substitution, provided that such amendments be memorialized in a form subject to approval by the City Attorney. ARTICLE 6. DEFAULTS AND REMEDIES Section 6.1 Defaults. (a) Developer or Donor Defaults. The following events each constitute a Developer or Donor Event of Default and a basis for the City to take action against the Developer or Donor: (1) Developer or Donor breaches any material provision of this Agreement; (2) Donor fails to acquire fee title to the Affordable Site (as may be substituted pursuant to Section 5.6(c)) prior to the Close of Escrow); (3) A Transfer of Developer or Donor occurs, either voluntarily or involuntarily, in violation of this Agreement; (4) Any Developer or Donor representation or warranty contained in this Agreement or in any application, financial statement, certificate or report submitted to the City in connection with this Agreement proves to have been incorrect in any material and adverse respect when made; or (5) The Developer or Donor voluntarily suspends its business or, the Developer or Donor is dissolved or terminated. (b) Qualified Designee Defaults. The following events each constitute a Qualified Designee Event of Default and a basis for the City to take action against the Qualified Designee: (1) Qualified Designee breaches any material provision of this Agreement; (2) Qualified Designee fails to exercise good faith and diligent efforts to satisfy, within the time and in the manner set forth in Article 3, one or more of the conditions precedent to the Donor's obligation to convey the Property to the Qualified Designee; or (3) Qualified Designee refuses to accept conveyance from the Donor without cause within the time periods and under the terms set forth in Article 3. ATTY/AGR/2024.193.1—AFFORDABLE HOUSING LAND DONATION AGREEMENT REV: 10-22-24 VR Page 23 of 35