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of debt or any other security instruments or encumbrances (other than those associated with the financing of the Affordable Development) and evidencing that the Affordable Housing Restrictive Covenant shall be recorded in first lien position, subject only to the encumbrances approved by the City. The Qualified Designee or the City may, within fifteen (15) days of receiving the updated Preliminary Title Report and prior to Close of Escrow, deliver a Notice of Objection objecting to any exceptions or encumbrances appearing on the updated Preliminary Title Report that were not previously listed in the Preliminary Title Report. If the City or Qualified Designee issues such a Notice of Objection, the Donor may elect to: (1) cause the objectionable exception or encumbrance to be removed; (2) obtain a commitment from a title company acceptable to the Qualified Designee and the City, for an appropriate endorsement to the policy of title insurance to be issued, insuring against the objectionable exception or encumbrance; or (3) terminate this Agreement, unless the City or the Qualified Designee, elects to approve title subject to such objectionable exception or encumbrance; or (4). propose substitution of the Affordable Site pursuant to Section 5.6(c) and/or replacement of the Qualified Designee pursuant to Section 6.4. (c) Not more than five (5) days after the Close of Escrow, the Qualified Designee must submit an updated Preliminary Title Report evidencing that the Affordable Housing Restrictive Covenant is recorded in first lien position and that all other Effectuating Agreements have been recorded against the Qualified Designee's fee title to the Affordable Site. Section 3.5 Occupant Relocation. (a) Prior to the Close of Escrow, the Donor shall provide the City and Qualified Designee a list of the existing occupants of the Affordable Site (the "Existing Occupants") which will be incorporated as part of this Agreement by this reference. The Donor shall represent that other than the Existing Occupants or as otherwise disclosed to the City and Qualified Designee, there will not be any tenants or occupants on the Affordable Site. If and to the extent that the transfer of the Affordable Site results in the permanent or temporary displacement of residential tenants, homeowners, or businesses, then Donor shall comply with all applicable local, state, and federal statutes and regulations, (including without limitation California Government Code Section 7260 et seq., and accompanying regulations) with respect to relocation planning, advisory assistance, and payment of monetary benefits. Donor shall be solely responsible for payment of any relocation benefits to any displaced persons and any other obligations associated with complying with such relocation laws. (b) Donor shall defend, with counsel reasonably acceptable to the City and the Qualified Designee, against any claim for damages, compensation, fines, penalties, relocation payments or other amounts arising out of the failure or alleged failure of any person or entity (including Donor, Qualified Designee, the City) to satisfy relocation obligations. The provisions of this Section 3.5 steal l survive expiration of the Term or other termination of this Agreement and shall remain in frill force and effect. Section 3.6 Condition of Property. (a) "AS IS" TRANSFER. THE QUALIFIED DESIGNEE ACKNOWLEDGES THAT IT HAS BEEN PROVIDED THE OPPORTUNITY TO INVESTIGATE THE AFFORDABLE SITE PRIOR TO THE EXECUTION DATE, AND AT'(/AGR/2024.193.1—AFFORDABLE HOUSING LAND DONATION AGREEMENT REV: 10-22-24 VR Page 11 of 35