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conveyance of the Affordable Site set forth in this Article 3 have been satisfied, or waived in writing by the City, prior to or concurrently with, and as conditions of, the Close of Escrow: (1) The Developer shall provide the City with copies of the Developer’s organizational documents, a certified copy of the Developer’s authorizing resolution, approving the Land Donation and the Developer’s execution of the Effectuating Documents. (2) The Qualified Designee shall provide the City with copies of the Qualified Designee‘s organizational documents, a certified copy of the Qualified Designee’s authorizing resolution, approving the Land Donation and the Qualified Designee ‘s execution of the Effectuating Agreements. (3) The Qualified Designee shall have executed and delivered to the City or the Title Company the Effectuating Agreements, and any other documents and instruments required to be executed and delivered, all in form and substance satisfactory to the City. (4) The Qualified Designee shall have furnished the City with evidence of the insurance coverage meeting the general insurance requirements set forth in Section 8.7. (5) The City and Qualified Designee have approved Title as required under Section 3.4 above. (6) Any necessary updates to the Affordable Development Financing Proposal has been approved (or deemed approved) by the City. (7) There shall exist no condition, event or act which would constitute a material breach or default by Developer, Developer 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. (8) All representations and warranties of the Qualified Designee contained in this Agreement shall be true and correct in all material respects as of the Close of Escrow. (9) All representations and warranties of the Developer contained in this Agreement shall be true and correct in all material respects as of the Close of Escrow. (b) Qualified Designee 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 Qualified Designee, prior to or concurrently with, and as conditions of, the Close of Escrow: (1) Developer shall have acquired fee title to the Affordable Site or, alternatively, subject to the terms and conditions of this Agreement 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 ATTY/RESO.0029/CC RESO APPROVING ARCHITECTUAL PERMIT, TENTATIVE PARCEL MAP (920 SHASTA) - EXHIBIT C REV: 04-22-25 VR Page 19 of 224