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be deemed satisfied with respect to the 1900 Broadway Project. As agreed herein and as set forth in the Development Agreement, and except as otherwise set forth herein, the Donor's failure to transfer the Affordable Site to the Qualified Designee as contemplated hereunder shall give the City the right to revolve the 1900 Broadway Project Approvals subject to a noticed public hearing before the City Council. Notwithstanding the foregoing, the parties acknowledge and agree that prior to any such revocation, the Developer shall be provided the opportunity to substitute the Affordable Site in accordance with Section 5.6(c) or, in the case where the Qualified Designee refuses to accept the Affordable Site, propose replacement of the Qualified Designee pursuant to Section 6.4. (b) From and after the Close of Escrow, the Qualified Designee shall be solely obligated to develop the Affordable Units and make them available to and occupied by Extremely Low, Very Low, and Low- Income Households at an Affordable Rent, in compliance with the Affordable Housing Plan, the Affordable Development Project Approvals, and the Affordable Housing Restrictive Covenant. Section 2.4 Recordation of Transaction Documents. (a) Concurrently with recordation of the Grant Deed, the Qualified Designee shall record the Affordable Housing Restrictive Covenant against title to the Affordable Site in primary lien position, subject only to such liens, encumbrances and other exceptions to title approved in writing and in advance by the City and Qualified Designee. The Affordable Housing Restrictive Covenant will be secured by a deed of trust, substantially in the form attached hereto as Exhibit H, incorporated herein by this reference (the "Deed of Trust'') recorded against the Affordable Site subject only to the encumbrances approved by City pursuant to Section 3.4, below. The Deed of Trust shall be subordinated to the Qualified Designee's senior lenders providing construction and permanent financing for the Project, as well as all any refinancing of such loans, subject to the procedures for such requests under the City's Affordable Housing Guidelines. ARTICLE 3. PRE-CLOSING REQUIREMENTS, CLOSE OF ESCROW Section 3.1 Pre -Closing Obligations. All obligations set forth in this Article are conditions precedent to the City's approval of the Donor's obligation to convey the Affordable Site to the Qualified Designee. The Qualified Designee shall have no obligation to accept the Land Donation unless the Donor has satisfied the conditions precedent set forth in this Article 3 in the manner set forth below and within the agreed upon timeframes. Section 3.2 Financing Proposal and Financing Plan. (a) As of the Effective Date, the Developer and Qualified Designee submitted the preliminary Financing Proposal for the Affordable Development in connection with the approved Affordable Housing Plan. The parties agree that the Financing Proposal is only an estimate based upon preliminary information, and that it may be necessary to update this information prior to Close of Escrow. ATTY/AGR/2024.193.1—AFFORDABLE HOUSING LAND DONATION AGREEMENT REV: 10-22-24 VR Page 9 of 35