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17 <br /> <br />(l) Representations and Warranties. The representations of <br />Developer contained in this Agreement shall be correct in all material respects as of the date of <br />the Multifamily Ground Lease Commencement as though made on and as of that date and, if <br />requested by the City, the City shall have received a certificate to that effect signed by <br />Developer. <br />(m) 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 />1.4.4.2. Conditions for Benefit of Developer. Developer’s <br />obligation to execute the Multifamily Ground Lease is subject to the fulfillment or waiver by <br />Developer of each and all of the conditions precedent described below (“Developer’s <br />Multifamily Ground Lease Commencement Conditions Precedent”), which are solely for the <br />benefit of Developer, any of which may be waived by the Developer in its sole and absolute <br />discretion within the time periods provided for herein. <br />(a) Condition of Property. The Multifamily Parcel shall be <br />delivered in an “as is” condition. Developer shall have approved the physical and environmental <br />condition of the Multifamily Parcel (subject to any rights Developer may have with respect to the <br />physical and environmental condition of the Multifamily Parcel pursuant to the Multifamily <br />Ground Lease); provided that Developer acknowledges and accepts the current condition of any <br />existing or buried utilities that serve the property with no express or implied warranty by City of <br />their suitability for the Multifamily Element. There is currently an existing restaurant building, <br />storage building and other improvements located on the Developer Hotel Parcel, with leases on a <br />month-to-month basis, which will remain in place as of the commencement of the Developer <br />Hotel Ground Lease. <br /> <br />(b) Property Vacant. The Multifamily Parcel shall be free of <br />any occupants. <br /> <br />(c) Multifamily Element Financing. The Developer shall have <br />received commitments for all Multifamily Element financing and equity funds in form and <br />substance acceptable to the Developer, and the construction phase Multifamily Element <br />financing shall be ready to close concurrently with the Effective Date of the Multifamily Ground <br />Lease. <br /> <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 Multifamily Element, shall have been issued by the <br />City or shall be ready to be issued subject only to the payment of applicable fees, the posting of <br />required security, or both. <br />(e) Title Insurance. Developer shall have reviewed and <br />approved the condition of title of the Multifamily Parcel, and the Title Company shall be <br />prepared to issue an ALTA leasehold form policy of title insurance in a policy amount