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2890662.3 13 <br />(a) Developer’s delivery to City of each of the following: (i) certificate of <br />good standing, certified by the Secretary of State indicating that Developer is properly <br />organized, in good standing, and authorized to do business in the State of California, (ii) a <br />certified resolution indicating that Developer has authorized this transaction and that the <br />persons executing this Agreement, the Regulatory Agreement, and the City Documents <br />on Developer’s behalf have been duly authorized to do so, [(iii) certified copies of <br />Developer’s limited partnership agreement (“Partnership Agreement”) and LP-1, (iv)a <br />certificate of good standing, certified by the Secretary of State indicating that <br />Developer’s general partner is properly organized, in good standing,and authorized to do <br />business in the State of California, and (v) certified copies of Developer’s general <br />partner’s articles of 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) Developer’s delivery of the Regulatory Agreement and each of the City <br />Documents, each fully-executed and acknowledged as applicable. <br />(d) Recordation of the Memorandum, the Regulatory Agreement and the Deed <br />of Trust in the Official Records. <br />(e) The issuance by an insurer satisfactory to City of an A.L.T.A. lender’s <br />policy of title insurance (“Title Policy”) for the benefit of City in the amount of the <br />Loan, insuring that the lien of the Deed of Trust is subject only to such defects, liens, <br />conditions, encumbrances, restrictions, easements and exceptions as City may approve in <br />writing and containing such endorsements as City may reasonably require, with the cost <br />of the Title Policy to be paid by Developer. <br />(f) The City’s receipt of a written requisition for disbursement of funds from <br />Developer specifying the amount and use of the requested funds, accompanied by the title <br />company’s estimated settlement statement showing the acquisition price, closing costs <br />and all other amounts due in escrow for Developer’s acquisition of the Property. <br />4.6 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 Loan Proceeds following: <br />(i) the failure of any of Developer’s representations and warranties made in <br />this Agreement or in connection with the Loan to be true and correct in all <br />material respects; <br />(ii) the termination of this Agreement by mutual agreement of the Parties; <br />(iii) the conditions to disbursement of the Loan set forth in Section 4.5 have <br />not been satisfied within the time frame set forth in Section 3.1, unless an <br />extension of such date is approved by City in writing; or <br />35