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waived in writing by the Qualified Designee, prior to or concurrently with, and as conditions of, the Close of Escrow: (l) Donor shall have acquired fee title to the Affordable Site or, alternatively, assigned its right to acquire the Affordable Site to the Qualified Designee. (2) The Title Company is irrevocably committed to issue an ALTA form of title insurance policy insuring Qualified Designee as the owner in fee simple of the Property, and subject to the condition of title as set forth in Section 3.4 in an amount, and subject to the endorsements, as may be reasonably required by Qualified Designee. (3) The Donor and the City shall have executed and delivered to the Qualifying Designee or the Title Company the Effectuating Agreements, and any other documents and instruments required to be executed and delivered in order to close the transactions contemplated by this Agreement. (4) There shall exist no condition, event or act which would constitute a breach or default by City or the Donor under this Agreement, or any other document or which, upon the giving of notice or the passage of time, or both, would constitute such a breach or default. (5) There is no litigation, administrative claim or other legal proceeding that would prevent Qualified Designee from developing the Affordable Housing Project on the Property. (b) All representations and warranties of the Donor and the City contained in this Agreement shall be true and correct as of the Close of Escrow. (7) Donor or, alternatively Square Trufund LLC if Donor assigned its right to Acquire the Affordable Site to Qualified Designee, shall have executed and delivered to the Title Company customary owner's affidavits and other documents reasonably required by the Title Company or Qualified Designee to Close Escrow. (c) Donor Conditions Precedent. In addition to the applicable conditions precedent set forth in this Article 3, the following conditions shall be satisfied, or waived in writing by the Donor, prior to or concurrently with, and as conditions of, the Close of Escrow. (1) Donor shall have acquired fee title to the Affordable Site, or, alternatively, assigned its right to acquire the Affordable Site to the Qualified Designee. (2) The Qualified Designee and the City shall have executed and delivered to the Donor or the Title Company the Effectuating Agreements, and any other documents and instruments required to be executed and delivered in order to close the transactions contemplated by this Agreement. (3) There shall exist no condition, event or act which would constitute a breach or default by City or the Qualified Designee under this Agreement, or any other document or which, upon the giving of notice or the passage of time, or both, would constitute such a breach or default. ATTY/AGR/2024.193.1—AFFORDABLE HOUSING LAND DONATION AGREEMENT REV: 10-22-24 VR Page 16 of 35