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executing this Agreement, the Regulatory Agreement and the City Documents on Developer’s <br />behalf have been duly authorized to do so, (iii) certified copies of Developer’s articles of <br />incorporation, bylaws, and I.R.S. tax-exemption determination letter. <br />(b) Developer’s delivery to the City of evidence of insurance coverage in <br />accordance with the requirements set forth in Section 11.2. <br />(c) For the Construction Component funds only, Developer’s delivery of the <br />Regulatory Agreement and Deed of Trust fully executed and acknowledged as applicable; <br />(d) Developer's deliver of the City Note, HOME Note and Security <br />Agreement, each fully-executed and acknowledged as applicable. <br />(e) For the Construction Component funds only recordation of the <br />Memorandum, the Regulatory Agreement, and the Leasehold Deed of Trust in the Official <br />Records. <br />(f) For the Construction Component funds only, the issuance by an insurer <br />satisfactory to City of an A.L.T.A. lender’s policy of title insurance (“City Title Policy”) for the <br />benefit of City in the amount of the City Loan, insuring that the lien of the Leasehold Deed of <br />Trust is subject only to such defects, liens, conditions, encumbrances, restrictions, easements and <br />exceptions as City may approve in writing and containing such endorsements as City may <br />reasonably require, with the cost of the City Title Policy to be paid by Developer. <br />(g) For the Construction Component funds only, receipt by the City of <br />evidence that Borrower has sufficient financing to construct the Project, and copies of such <br />documents related to the construction and financing of the Project as City may reasonably <br />request. <br />(h) 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 Developer since the Effective Date that shall materially impair the Developer's <br />ability to develop the Project. <br />5.6 No Obligation to Disburse Proceeds Upon Default. Notwithstanding any other <br />provision of this Agreement, the City shall have no obligation to disburse or authorize the <br />disbursement of any portion of the City Loan Proceeds following: <br />(a) the failure of any of Developer’s representations and warranties made in <br />this Agreement or in connection with the City Loan to be true and correct in all material respects; <br />(b) the termination of this Agreement by mutual agreement of the Parties; <br />(c) the occurrence of an Event of Default under this Agreement, any of the <br />City Documents, the Regulatory Agreement, or any of the City Documents, which remains <br />uncured beyond any applicable cure period. <br />144\259\1892880.4 <br />17