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7.A. - Page 151 3.4 City's Conditions to Close of Escrow. Provided that the failure of any such condition to be satisfied is not due to a Default under this Agreement by the City, the City's obligation to sell the City Property to the Developer on or before the Escrow Closing Date shall be subject to the satisfaction or waiver of each of the following conditions precedent, each of which can only be waived in writing by the City: 3.4.1 Escrow Deposit. The Developer deposited the Escrow Deposit into Escrow, pursuant to Section 2.2.1; 3.4.2 Title. The Developer agrees to accept the title to and conveyance of the City Property, pursuant to Section 2.3; 3.4.3 Due Dili�ence. The Developer delivers its Due Diligence Completion Notice to both the City and the Escrow Agent indicating the Developer's unconditional acceptance of the City Property, prior to the expiration of the Due Diligence Period; 3.4.4 A�rovals. Approval and issuance of all final discretionary Approvals required from any Government Agency to construct, install or operate the Proj ect on the Site, and the grading permit, in each case on terms and conditions reasonably acceptable to the Developer (provided however that Developer understands that City will not issue a grading permit between November 18 and 28, 2013, inclusive, and December 15 and 25, 2013, inclusive), and all appeal periods have expired, and the Developer shall have submitted all requisite materials to obtain a building permit for the Project and City is prepared to issue building permits subject only to payment of applicable fees by Developer; 3.4.5 CEQA Documents. Final adoption, approval or certification of the CEQA Documents, if any, and all appeal periods have expired; 3.4.6 Evidence of Financin�. Approval of Developer's Equity Investment and Loan, and evidence that a Mortgage securing repayment of the Senior Loan, if applicable, has been recorded or is in a position to record against the Site at the Close of Escrow; 3.4.7 Construction Contract. The Developer delivers a fully executed Construction Contract to the City and the City has approved such Construction Contract, pursuant to Section 2.6; 3.4.8 Insurance Documents. The Developer delivers the Insurance Documents and the City has approved all such evidence of insurance, all pursuant to Section 2.6; 3.4.9 Pavment and Performance Bonds. The Developer shall deliver to the City payment and performance bonds pursuant to Section 4.6.3. 3.4.10 Developer EquitX. The Developer has delivered evidence of the Developer Equity Investment and the City has approved such evidence, all pursuant to Section 2.6; 3.4.11 Developer's Escrow Deposits. The Developer deposits all of the items into the Escrow required by Section 3.5; 82483.00009\7571312.11 23 ATTY/AGR/2013.118/BLOCK 2 HUNTER STORM REV: 07-19-13 PT