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3.3.12 City's Material Obli at� ions. The City performs all of its material <br /> obligations required to be performed by the City under this Agreement prior to the Close of <br /> Escrow; <br /> 3.3.13 License Agreement for Winslow Lot. The parties have executed and <br /> deposited into Escrow the License Agreement for Winslow Lot in substantially the form attached <br /> hereto as Exhibit J; and <br /> 3.3.14 Environmental Holdback Agreement. The parties have executed and <br /> deposited into Escrow the Environmental Holdback Agreement in substantially the form attached <br /> hereto as Exhibit K. <br /> 3.4 City's Conditions to Close of Escrow. Provided that the failure of any such <br /> condition to be satisfied is not due to a Default under this Agreement by the City, the City's <br /> obligation to sell the City Property to the Developer on or before the Escrow Closing Date shall <br /> be subject to the satisfaction or waiver of each of the following conditions precedent, each of <br /> which can only be waived in writing by the City: <br /> 3.4.1 Escrow Deposit. The Developer deposited the Escrow Deposit into <br /> Escrow,pursuant to Section 2.2.1; <br /> 3.4.2 Title. The Developer agrees to accept the title to and conveyance of <br /> the City Property, pursuant to Section 2.3; <br /> ' 3.4.3 Due Diligence. The Developer delivers its Due Diligence Completion <br /> Notice to both the City and the Escrow Agent indicating the Developer's unconditional <br /> , acceptance of the City Property,prior to the expiration of the Due Diligence Period; <br /> 3.4.4 Approvals. Approval and issuance of all final discretionary Approvals <br /> required from any Government Agency to construct, install or operate the Project on the Site, <br /> and the grading permit, in each case on terms and conditions reasonably acceptable to the <br /> Developer (provided however that Developer understands that City will not issue a grading <br /> permit between November 18 and 28, 2013, inclusive, and December 15 and 25, 2013, <br /> inclusive), and all appeal periods have expired, and the Developer shall have submitted all <br /> ' requisite materials to obtain a building permit for the Project and City is prepared to issue <br /> building permits subject only to payment of applicable fees by Developer; <br /> 3.4.5 CEOA Documents. Final adoption, approval or certification of the <br /> CEQA Documents, if any, and all appeal periods have expired; <br /> 3.4.6 Evidence of Financing. Approval of Developer's Equity Investment <br /> and Loan, and evidence that a Mortgage securing repayment of the Senior Loan, if applicable, <br /> has been recorded or is in a position to record against the Site at the Close of Escrow; <br /> 3.4.7 Construction Contract. The Developer delivers a fully executed <br /> Construction Contract to the City and the City has approved such Construction Contract, <br /> pursuant to Section 2.6; <br /> 23 <br /> 2013.118/BLOCK 2 HUNTER STORM <br /> REV:07-2E13 PT <br />