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Developer, which approval shall not be unreasonably withheld, and no party shall be obligated to <br />enter into any of the Effectuating Agreements or to proceed with the transactions contemplated <br />herein unless such agreement has been approved by the City, Qualified Designee, and to the extent <br />the Developer is a party thereto, the Developer. <br />Section 3.8 Close of Escrow. <br />(a) Upon Close of Escrow, the Title Company shall record, in the following <br />order, the Grant Deed, the In -evocable Offer to Dedicate, the Affordable Housing Restrictive <br />Covenant, and the Deed of Trust against the Affordable Site. The Close of Escrow for the <br />Affordable Site shall occur no later than the issuance of the first Vertical Building Permit for the <br />901 El Camino Real Project, and only in the event that all conditions precedent applicable to <br />conveyance of the Affordable Site set forth in this Article 3 have been satisfied, or waived in <br />writing by the City, prior to or concurrently with, and as conditions of, the Close of Escrow: <br />(1) The Developer shall provide the City with copies of the Developer's <br />organizational documents, a certified copy of the Developer's authorizing resolution, approving <br />the Land Donation and the Developer's execution of the Effectuating Agreements. <br />(2) The Qualified Designee shall provide the City with copies of the <br />Qualified Designee's organizational documents, a certified copy of the Qualified Designee's <br />authorizing resolution, approving the Land Donation and the Qualified Designee `s execution of <br />the Effectuating Agreements. <br />(3) The Qualified Designee shall have executed and delivered to the <br />City or the Title Company the Effectuating Agreements, and any other documents and instruments <br />required to be executed and delivered, all in form and substance satisfactory to the City. <br />(4) The Qualified Designee shall have furnished the City with evidence <br />of the insurance coverage meeting the general insurance requirements set forth in Section 8.7. <br />(5) The City and Qualified Designee have approved Title as required <br />under Section 3.4 above. <br />(6) Any necessary updates to the Financing Proposal have been <br />approved (or deemed approved) by the City. <br />(7) There shall exist no condition, event or act which would constitute <br />a material breach or default by Developer, Developer or the Qualified Designee under this <br />Agreement, or any other document or which, upon the giving of notice or the passage of time, or <br />both, would constitute such a breach or default. <br />(8) All representations and warranties of the Qualified Designee <br />contained in this Agreement shall be true and correct in all material respects as of the Close of <br />Escrow. <br />(9) All representations and warranties of the Developer contained in this <br />Agreement shall be true and correct in all material respects as of the Close of Escrow. <br />ATTY/AGR/2025.084/920 SHASTA AFFORDABLE HOUSING LAND DONATION AGREEMENT <br />REV: 10-16-25 VR <br />Page 19 of 41 <br />