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(2) Each individual executing this Agreement on behalf Developer is duly authorized to execute and deliver this Agreement on behalf of the Developer (and that no additional signatures are required in order for this Agreement to be binding) in accordance with authority granted under the formation documents of the Developer, and by a duly passed resolution of its Board of Directors, members, or managers, as applicable, that all conditions to the exercise of such authority have been satisfied, and that this Agreement is binding upon Developer in accordance with their respective terms. (3) To the best of Developer’s knowledge, the Affordable Site contains no hazardous materials other than as disclosed in the project due diligence reports, and is not subject to a property mitigation response plan or property closure report and there are no other conditions that constitute material constraints on development of affordable housing on the property. (4) At the Close of Escrow, the Affordable Site shall be delivered free and clear of any occupants (b) Upon request, Developer agrees to deliver such documents reasonably necessary to evidence the foregoing. Section 7.2 Qualified Designee’s Representations and Warranties. (a) Qualified Designee represents and warrants that: (1) Each individual executing this Agreement on behalf of Qualified Designee is duly authorized to execute and deliver this Agreement on behalf of the Qualified Designee (and that no additional signatures are required in order for this Agreement to be binding) in accordance with authority granted under the formation documents of the Qualified Designee, and by a duly passed resolution of its Board of Directors, members, or managers, as applicable, that all conditions to the exercise of such authority have been satisfied, and that this Agreement is binding upon such entity in accordance with their respective terms; (2) To the extent applicable the Qualified Designee agrees to comply with all necessary regulations and approvals by the San Mateo County Environmental Health Division and/or the California Department of Toxic Substances Control, the State Water Resource Control Board, or any other applicable agency with jurisdiction over the property. Upon request of either party, the other party agrees to deliver such documents reasonably necessary to evidence the foregoing. ARTICLE 8. MISCELLANEOUS Section 8.1 Successor and Assigns, Assignment. Subject to the terms of this paragraph, this Agreement shall be binding upon the parties hereto and their respective successors and assigns. Except for Permitted Transfers, neither the Developer nor the Qualified Designee may assign, delegate, or otherwise transfer all or any portion ATTY/RESO.0029/CC RESO APPROVING ARCHITECTUAL PERMIT, TENTATIVE PARCEL MAP (920 SHASTA) - EXHIBIT C REV: 04-22-25 VR Page 31 of 224