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18 acceptable to Developer showing leasehold title to the Multifamily Parcel and fee title to the improvements located thereon vested in the Developer, free and clear of all recorded liens, encumbrances, encroachments, assessments, leases and taxes except (i) the lien of the construction loan security documents, (ii) the exceptions set forth in a preliminary title report issued by the Title Company (the “Preliminary Report”) which have been reasonably approved by Developer, and (iii) the standard conditions and exceptions contained in an ALTA standard owner’s policy of title insurance that is regularly issued by the Title Company in transactions similar to the one contemplated by this Agreement (the “Multifamily Title Policy”). The Title Company shall provide the City with a copy of Multifamily Title Policy. (f) No Default. No Event of Default of this Agreement by City shall then exist, and no event shall then exist which, with only the giving of notice or the passage of time or both, would constitute an Event of Default by City. 1.4.5. Developer Restaurant Element. Developer shall design and construct (or cause to be designed and constructed) a two-story building shell in which an approximately 7,500 square foot full-service restaurant shall be located on the first floor and an approximately 7,500 square foot banquet facility shall be located on the second floor, in accordance with the Scope of Development. Developer shall provide for the Developer Restaurant Ground Lease Subtenant or the operator of the Restaurant to construct the tenant improvements for the Restaurant, or Developer shall construct the tenant improvements itself. The Developer Restaurant Element shall include parking, lighting, landscaping and all site utilities, all in conformance with City Building and Zoning codes and pursuant to plans to be approved by the City. Parking for the Developer Restaurant Element shall be provided in accordance with all applicable requirements of the San Leandro Zoning Code, or as otherwise approved by the City. The Developer Restaurant Element shall be located on that portion of the Property described in Exhibit F, attached hereto and incorporated herein by this reference (the “Developer Restaurant Parcel”). Subject to the satisfaction (or waiver by the benefitted party or parties) of the Conditions Precedent to Commencement of Developer Restaurant Ground Lease set forth below, City shall enter into a ground lease with the Developer, whereby the City shall lease the Developer Restaurant Parcel to the Developer, which ground lease shall be in substantially the form of Exhibit O attached hereto (the “Developer Restaurant Ground Lease”). The Developer anticipates that it may sublease the Developer Restaurant Parcel to an affiliate of Developer. Any such sublease shall be made in compliance with Article 7 of this Agreement and Section 13 of the Developer Restaurant Ground Lease. The Developer Restaurant Parcel shall be delivered in an “as is” condition. Developer acknowledges and accepts the current condition of any existing or buried utilities that serve the Developer Restaurant Parcel with no express or implied warranty by City of their suitability for the Developer Restaurant Element; provided, however, that City shall promptly disclose to Developer all information actually known to the City and all documentation available in a reasonably diligent search of City’s files and records with regard to any such existing or buried utilities that serve the Developer Restaurant Parcel. 1.4.5.1 Conditions for Benefit of the City. City’s obligation to execute the Developer Restaurant Ground Lease is subject to the fulfillment or waiver by City of each and all of the conditions precedent described below (“City’s Developer Restaurant Ground Lease