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liability, except for such liability as may be provided for under any predevelopment loans or separate contracts entered pursuant to this Agreement and except for continuing indemnities provided elsewhere in this Agreement. Section 7.2 Conditions Precedent to Developer's Performance at Closing. (a) Conditions Precedent in General. The following are conditions precedent to the Developer's obligation to lease the Site from the City and close escrow: (1) Site Condition. There shall have been no material adverse change in the condition of the Site, or discovery of a physical condition that would materially adversely interfere with the development of the Development. (2) Construction Documents. The City shall have approved the Construction Documents required to be approved up to the time of Closing. (3) Title Insurance. The Title Company is prepared to issue to the Developer/Owner(s) all title insurance required by Section 8.4 to be delivered to Developer. (4) Section 8. Developer shall have received a commitment of project-based Section 8 assistance from HACA in an amount consistent with the Financing Plan. (5) Government Approvals. The Developer shall have received (in its own name, when appropriate and with the approval of the City, in the name of the City) all necessary governmental approvals and permits, including without limitation HUD's approval of the Demolition/Disposition, all building and construction permits, licenses, easements, zoning and approvals necessary for the commencement of construction of the Site. (6) Execution of Ground Lease. The City shall be prepared to execute the City Ground Lease for the applicable Phase of the Site. (7) No Litigation. No litigation or claim with any governmental entity shall have been filed and be pending which may have a material, adverse impact on the Development or the Site. (8) No City Default. No Event of Default on the part of the City exists and is continuing under this Agreement. (b) The conditions set forth in this Section 7.2 shall be satisfied as of the Closing, unless the Developer waives them in writing. If there is no waiver or satisfaction by the Closing, the Developer may terminate this Agreement upon written notice to the City without further liability, except for such liability as may be provided for under any predevelopment loans or separate contracts entered pursuant to this Agreement and except for continuing indemnities provided elsewhere in this Agreement. 16 191A52V1242198.13