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of payment of such invoices, as applicable), and such other documentation as City shall reasonably require, including without limitation, executed consents to the extent required by the Amended and Restated Assignment Agreement. 4.5.2 Conditions to Disbursement of Construction/Permanent Loan Proceeds. City's obligation to fund the Loan and disburse the Loan Proceeds is conditioned upon the satisfaction of all of the following conditions: (i) Developer's execution and delivery to City of the Note, the Deed of Trust, the Memorandum, and the Regulatory Agreement. (ii) Developer's acquisition of a fee interest in all property necessary for development of the Project, and recordation of the Memorandum, the Deed of Trust and the Regulatory Agreement in the Official Records. (iii) The issuance by an insurer satisfactory to City of an A.L.T.A. lender's policy of title insurance ( "Title Policy ") for the benefit of City in the amount of the Loan, insuring that the lien of the Deed of Trust and the Regulatory Agreement are subject only to deeds of trust, regulatory agreements and related documents provided for the benefit of Project lenders approved pursuant to the Financing Plan and such other defects, liens, conditions, encumbrances, restrictions, easements and exceptions as City may approve in writing (collectively, the "Permitted Exceptions "), and containing such endorsements as City may reasonably require, with the cost of such Title Policy to be paid by Developer. (iv) Developer's delivery to the City of evidence of property and liability insurance coverage in accordance with the requirements set forth herein. (v) Developer's delivery to City of evidence reasonably satisfactory to City that there are no mechanics' liens or stop notices related to the Property or the Project, and Developer's provision to City of full waivers or releases of lien clams if required by City. (vi) Developer's delivery to City of certified copies of updated versions of any documents listed in Section 4.5.1 (iii which have been amended since the date of delivery to the City. (vii) No material adverse change as determined by City in its reasonable judgment shall have occurred in the condition of the Property or in the financial or other condition of Developer since the date of this Agreement. (viii) (a) Developer's delivery to City of evidence reasonably satisfactory to City that Developer has obtained all necessary entitlements, permits (including without limitation building permits), licenses, and approvals required to develop the Project, or that the receipt of such permits is subject only to such conditions as City shall reasonably approve; (b) City shall have approved the final plans and specifications for the Project; (c) Developer's construction financing for the Project shall have closed or shall close concurrently with City's disbursement of funds for construction, and Developer shall have delivered to City evidence reasonably 1865087.6 22