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declare all sums payable under the Note immediately due and payable upon the expiration of all applicable cure periods following the occurrence of an Event of Developer Default 4 5 Nonrecourse Except as expressly provided in Section 3 9 of the Note, the Note shall be non-recourse to Developer 4.6 Conditions to Closing and Disbursement of Loan Proceeds City's obligation to fund the Loan and disburse the Loan Proceeds is conditioned upon the satisfaction of all of the requirements set forth in each subsection of this Section 4 6 unless any such condition is waived in writing by City acting in the discretion of City's Authorized Representative. City's agreement to close the Loan and provide the initial installment of Loan proceeds to Borrower shall serve as evidence of City's approval of all conditions to the closing of the Loan (a) No Default. There shall exist no condition, event or act which would constitute a material breach or default under this Agreement or any other City Document, or which, upon the giving of notice or the passage of time, or both, would constitute such a material breach or default (b) Representations All representations and warranties of Developer contained herein or in any other City Document or certificate delivered in connection with the transactions contemplated by this Agreement shall be true and correct in all matenal 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 authonzed 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 authonzed 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, a promissory note substantially in the form attached hereto as OAK#4822-6539-6013 v5 10