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identified in that certain Preliminary Report (Order No. 54605- 980412 -09) issued by North <br /> American Title insurance Company and dated October 27, 2011 (provided that taxes and <br /> assessments are paid current as of the closing date), deeds of trust and regulatory agreements <br /> executed for the benefit of the California I- lousing Finance Agency (CaIHFA), and such other <br /> defects, liens, conditions, encumbrances, restrictions, easements and exceptions as City may <br /> approve in writing (collectively, the "Permitted Exceptions ") and containing such <br /> endorsements as City may reasonably require, with the cost of such Title Policy to be paid by <br /> Borrower. <br /> (v) Borrower's delivery to the City of evidence of property and liability <br /> insurance coverage in accordance with the requirements set forth in Section 10.2. <br /> (vi) Iorrower's delivery to City of evidence reasonable satisfactory to City <br /> that there are no mechanics' liens or stop notices related to the Property or the Project, and <br /> Borrower's provision to City of full waivers or releases of lien clams if required by City. <br /> (vii) Borrower's delivery to City of each of the following: (i) certificate of <br /> good standing, certified by the Secretary of State indicating that Borrower is properly organized <br /> and authorized to do business in the State of California, (ii) a certified resolution indicating that <br /> Borrower's managing general partner has authorized this transaction and that the persons <br /> executing the City Documents on behalf of Borrower have been duly authorized to do so, (iii) <br /> copy of Borrower's LP -I and partnership agreement, certified as accurate and complete by an <br /> authorized officer of Borrower's general partner; and (iv) for Borrower's general partner and its <br /> manager -- certified copies of the articles of incorporation /articles of organization, <br /> bylaws /operating agreement and verification of tax - exempt status, as applicable. <br /> (viii) No material adverse change as determined by City in its reasonable <br /> judgment shall have occurred in the condition of the Property or in the financial or other <br /> condition of Borrower since the date of this Agreement. <br /> (ix) City's receipt of a copy of the executed purchase and sale agreement for <br /> Borrower's acquisition of the Property and the final settlement statement showing the acquisition <br /> price, closing costs and all other amounts paid in connection with Borrower's acquisition of the <br /> Property. <br /> (x) Satisfaction of all of the following: (a) Borrower's delivery to City of <br /> evidence reasonably satisfactory to City that Borrower has obtained all necessary entitlements, <br /> permits (including without limitation building permits), licenses, and approvals required to <br /> develop the Project, or that the receipt of such permits is subject only to such conditions as City <br /> shall reasonably approve; (b) City shall have approved the final plans and specifications for the <br /> Project; (c) Borrower's financing for rehabilitation of the Project shall have closed or shall close <br /> concurrently with City's disbursement of funds or deposit of funds into escrow, and Borrower <br /> shall have delivered to City evidence reasonably satisfactory to City that Borrower has secured <br /> binding commitments, subject only to commercially reasonable conditions, for all Project <br /> construction and permanent financing, (d) Borrower's delivery to City approval of all of the <br /> following: (I) Project construction and operating budgets; (2) payment and performance bonds <br /> or other assurance of completion reasonably acceptable to City pursuant to the requirements set <br /> 1755895.3 13 <br />