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notify City of any objections Developer has to exceptions to title ("Title Exceptions") within ten (10) business days following Developer's receipt of the Title Report. Developer's failure to object within such period shall be deemed to be approval of the condition of title to the Property. If Developer objects to any Title Exception, City shall use reasonable efforts at City's expense to remove from title or otherwise satisfy each such exception in a form that is reasonably satisfactory to Developer no later than fourteen (14) days prior to the Closing Date. 3.7 City's Conditions to Closing. City's obligation to lease the Property to Developer is conditioned upon the satisfaction of the terms and conditions set forth in this Section 3.7, unless any such condition is waived in writing by the City acting in the discretion of its Authorized Representative. Additional requirements pertaining to disbursement of loan proceeds are set forth in Section 4.7. (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 material respects as of the Close of Escrow. (c) Due Authorization and Good Standing. Developer shall have delivered to City copies of all of the following, including updated versions of any of the following that have been amended or modified since the date of delivery to City pursuant to Section 4.7.2: (i) a 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) copies of Developer's articles of organization and operating agreement, each certified by Developer's managing member as accurate, complete, and in full force and effect; (iii) verification of Developer's tax-exempt status; and (iv) a resolution certified by Developer's managing member authorizing Developer's execution of and performance under this Agreement and the other City Documents. (d) Partnership Documents. If the Project will be developed by an Approved Partnership: Developer shall have delivered and City shall have approved the Partnership Agreement (as amended); Developer shall have delivered the Approved Partnership's LP -1 and good standing certificate (each as updated); for the General Partners of the Approved Partnership, Developer shall have delivered a good standing certificate, certified articles of incorporation/LLC-1, certified bylaws/operating agreement, and certified resolutions authorizing the Approved Partnership to enter into the transactions contemplated hereby and to execute the City Documents, and as applicable, amendments thereto; and Developer shall have delivered an assignment and assumption agreement in form approved by City pursuant to which the Approved Partnership shall have assumed Developer's obligations under this Agreement. (e) Execution, Delivery and Recordation of Documents. Developer (or as Applicable, the Approved Partnership) shall have executed, acknowledged as applicable, and OAK #4845-1087-0362 v5 11