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transactions contemplated by this Agreement shall be true and correct in all material respects as of the Close of Escrow. (c) Due Authorization and Good Standing. Developer shall have delivered to City of each of the following: (i) LP-1 and certificate of good standing, certified by the Secretary of State indicating that Developer is properly organized and authorized to do business in the State of California, (ii) LLC-1 and certificate of good standing for Developer's general partner, and certified articles of incorporation and certificate of good standing for the sole member/manager of the general partner, certified by the Secretary of State indicating that the general partner and the sole member/manager thereof are properly organized and authorized to do business in the State of California, (iii)certified resolutions indicating that Developer's general partner and the sole member/manager of Developer's general partner,have authorized the transactions contemplated by this Agreement and that the persons executing this Agreement and the other City Documents on behalf of Developer have been duly authorized to do so, (iv) Developer's Partnership Agreement, the general partner's operating agreement, and the bylaws of the general partner's sole member/manager, each certified as current, accurate and complete by an authorized officer, and(v) verification of the tax-exempt status of the general partner's sole member/manager. (d) Intentionally omitted.. (e) Execution, Delivery and Recordation of Documents. Developer shall have executed, acknowledged as applicable, and delivered to City this Agreement, and all other documents required in connection with the transactions contemplated hereby, including without limitation, the Memorandum,the City HOME Deed of Trust, a promissory note substantially in the form attached hereto as Exhibit B (the"Note"), a deed of trust substantially in the form attached hereto as Exhibit C (the "Deed of Trust"), and an Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants substantially in the form attached hereto as Exhibit D (the "Regulatory Agreement"). Concurrently with the Closing,the Memorandum, the Regulatory Agreement, the City HOME Deed of Trust and the Deed of Trust shall be recorded in the Official Records. (f) Mechanics' Liens. Developer's delivery to City of evidence reasonably satisfactory to City that there are no mechanics' liens or stop notices related to the Property or the Project, and Developer's provision to City of full waivers or releases of lien clams if required by City. (g) Lender's Title Policy. The Title Company shall, upon payment of the premium therefor, be committed to issue an ALTA Lender's Policy of Title Insurance for the benefit and protection of City("Lender's Title Policy") in the amount of the Loan, insuring that the lien of the Deed of Trust, the HOME Deed of Trust, and the Regulatory Agreement are subject only to title exceptions and such other defects, liens, conditions,encumbrances, restrictions, easements and exceptions as City may reasonably approve in writing(collectively, "City's Permitted Exceptions"), showing a leasehold interest in the Property vested in Developer, and containing such endorsements as City may reasonably require, with the cost of such Lender's Title Policy to be paid by Developer. OAK#4822-6539-6013 v3 11