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(p) No Default. No Event of Default of this Agreement by <br />Developer shall then exist, and no event shall then exist which, with the giving of notice or the <br />passage of time or both, would constitute an Event of Default by Developer and, if requested by <br />City, the City shall have received a certificate to that effect signed by Developer. <br />1.4.3.2. Conditions for Benefit of Developer. Developer's <br />obligation to execute the Developer Hotel Ground Lease is subject to the fulfillment or waiver by <br />Developer of each and all of the conditions precedent described below ("Developer Hotel <br />Ground Lease Commencement Conditions Precedent"), which are solely for the benefit of <br />Developer, any of which may be waived by the Developer in its sole and absolute discretion <br />within the time periods provided for herein. <br />(a) Condition of Property. The Developer Hotel Parcel shall <br />be delivered in an "as is" condition. Developer shall have approved the physical and <br />environmental condition of the Developer Hotel Parcel (subject to any rights Developer may <br />have with respect to the physical and environmental condition of the Developer Hotel Parcel <br />pursuant to the Developer Hotel Ground Lease); provided that Developer acknowledges and <br />accepts the current condition of any existing or buried utilities that serve the property with no <br />express or implied warranty by City of their suitability for the Developer Hotel Element. <br />(b) Property Vacant. The Developer Hotel Parcel shall be free <br />of any occupants. <br />(c) Developer Hotel Element Financing. The Developer shall <br />have received commitments for all Developer Hotel Element construction financing in form and <br />substance acceptable to the Developer, and the construction phase Developer Hotel Element <br />financing shall be ready to close concurrently with the Effective Date of the Developer Hotel <br />Ground Lease. <br />(d) Permits for Horizontal Improvements. Applicable permits <br />for Horizontal Improvements, as defined in the Scope of Development, including grading, <br />encroachment and demolition permits for the Developer Hotel Element, shall have been issued <br />by the City or shall be ready to be issued subject only to the payment of applicable fees, the <br />posting of required security, or both. <br />(e) Title Insurance. Developer shall have reviewed and <br />approved the condition of title of the Developer Hotel Parcel, and Old Republic Title Company, <br />or another title company mutually designated by the Parties ("Title Company"), shall be <br />prepared to issue an ALTA leasehold form policy of title insurance in a policy amount <br />acceptable to Developer showing leasehold title to the Developer Hotel Parcel and fee title to the <br />improvements located thereon vested in the Developer, free and clear of all recorded liens, <br />encumbrances, encroachments, assessments, leases and taxes, except (i) the lien of the <br />construction loan security documents, (ii) the exceptions set forth in a preliminary title report <br />issued by the Title Company (the "Preliminary Report") which have been reasonably approved <br />by Developer, and (iii) the standard conditions and exceptions contained in an ALTA standard <br />owner's policy of title insurance that is regularly issued by the Title Company in transactions <br />13 <br />