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21 <br /> <br />time or both, would constitute an Event of Default by Developer and, if requested by City, the <br />City shall have received a certificate to that effect signed by Developer. <br />1.4.5.2. Conditions for Benefit of Developer. Developer’s obligation to <br />execute the Developer Restaurant 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 />Restaurant 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. Developer shall have approved the <br />physical and environmental condition of the Developer Restaurant Property (subject to any rights <br />Developer may have with respect to the physical and environmental condition of the Developer <br />Restaurant Parcel pursuant to the Developer Restaurant Ground Lease); provided that Developer <br />acknowledges and accepts the current condition of any existing or buried utilities that serve the <br />property with no express or implied warranty by City of their suitability for the Restaurant <br />Element. <br /> <br />(b) Property Vacant. The Developer Restaurant Parcel shall be <br />free of any occupants. <br /> <br />(c) Developer Restaurant Element Funding. The Developer <br />shall have received commitments for all Developer Restaurant construction financing and equity <br />funding in form and substance acceptable to the Developer, and the construction phase <br />Developer Restaurant financing and equity funding shall be ready to close concurrently with the <br />Effective Date of the Developer Restaurant Ground 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 Developer Restaurant Element, shall have been <br />issued by the City or shall be ready to be issued subject only to the payment of applicable fees, <br />the posting of required security, or both. <br /> <br />(e) Title Insurance. Developer shall have reviewed and <br />approved the condition of title of the Developer Restaurant Parcel, and the Title Company shall <br />be 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 Restaurant Parcel and fee title <br />to the 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 />similar to the one contemplated by this Agreement (the “Developer Restaurant Title Policy”). <br />The Title Company shall provide the City with a copy of the Developer Restaurant Title Policy. <br />