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® • confirmation by Developer that the Developer has undertaken and completed its due diligence as to the Property, that the Property is suitable for the development required to be accomplished by the Developer under this Agreement, and that any corrective action concerning soils, if necessary, will be accomplished by the Developer at its cost and within the time established in this Agreement for the accomplishment of the Developer Improvements; (e) the submittal by Developer to Agency of a guaranteed fixed -price construction contract for the Developer Improvements; (I) the approval by City of final working drawings for the Developer Improvements; (g) the execution by Developer as grantee of the Agency Deed; (h) the execution and delivery by Developer to Agency (or to the Escrow Agent for delivery to the Agency) of the Developer Construction Note and the Developer Deferred Note; (i) the execution , recordation, and delivery to Agency (by Developer through the Escrow Agent) of the Developer Deferred (Second) Deed of Trust and the Developer Construction (Third) Deed of Trust; (j) delivery by the Developer to the Agency of proof of insurance conforming to Section 10.08 of this Agreement and construction bonds conforming to Section 4.11 of this Agreement; (k) the Developer shall have approved the condition of title as Conforming Condition of Title; and (I) the Developer shall not be in default of this Agreement. "Condominium Benefiting Improvements" means those improvements as designated in Section 4.03 hereof. "Conforming Condition of Title" means title to the Property subject only to: (a) the provisions of the Agency Deed; (b) exceptions I, 2, 3, 4 and 7 as contained in Schedule B of that certain preliminary title report by First American Title Guaranty Company dated as of November 17, 1999 (Order No. SP157776), a copy of which is on file with the Agency; (c) the conditions and effect of the Redevelopment Plan, as such plan then exists or is thereafter from time to time amended; (d) applicable building and zoning laws and regulations; (e) the provisions of this Agreement; (f) any lien for taxes accruing subsequent to recordation of the Deed; (g) the License Agreement; (h) assessments, conditions, covenants, restrictions or easements of record as otherwise approved by Developer in writing; (i) easements or reservations in favor of the Agency and its designees for ingress, egress, access and parking (including unrestricted weekend and evening use and 8 parking spaces during the hours of 9:00 a.m. to 5:00 p.m., Monday through Friday); and (j) such other encumbrances as to which the Developer shall consent. "Conforming Firm Financing Commitment" means a firm financing commitment by a bank, savings and loan association or other institutional lender acceptable to the Agency at its discretion which has been secured by the Developer for the Developer Improvements and which is adequate, in the discretion of the Executive Director, for the development of all of the Developer Improvements. Contributions of equity by the Developer (but not counting for this purpose the value of the Property) may be counted by the Executive Director as contributing to the demonstration that there is sufficient private funding committed for the development of the Developer Improvements, so long as such moneys (as well as a loan or loans from a lender) are shown to the reasonable satisfaction of the Executive Director to be available for and committed to the construction of the Developer Improvements. "Conforming Office Facility" means the Property as: (i) developed with a facility consisting of all of the Developer Improvements, accomplished in strict conformity with this Agreement, and (ii) operated only with land uses that conform to all land use approvals given by City as to the Property and all applicable laws. 3 ROCS OC\746041 v4\24258.0002