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satisfactory to City that receipt of such permits and approvals is subject only to such conditions as City may reasonably approve. A "permit ready" letter indicating that building permits for the Project shall be issued upon payment of applicable fees shall serve as satisfactory evidence regarding issuance of the building permit. (1) Payment of Fees Developer shall have paid when due all customary and reasonable fees and charges in connection with the processing of all applicable City permits and approvals (m) Construction Plans, Budget and Schedule. City shall have approved the construction budget and schedule for the Project, the Construction Plans and specifications for the Project, and the construction contract Developer shall have delivered an executed copy of the approved construction contract to City. City acknowledges that it has approved the Project construction budget and schedule, the Construction Plans and the construction contract (n) Intentionally omitted (o) Requisition. Developer shall have submitted to City a written requisition for disbursement of funds specifying the amount and use of the requested funds, accompanied by copies of third-party invoices, evidence of Developer's payment for services rendered in connection with the work (if applicable), and such other documentation as City may reasonably require 4 7 Developer's Conditions to Closing Developer's obligation to proceed with the Closing is subject to the satisfaction or Developer's waiver of the following conditions. (a) No Default City shall not be in default under the terms of this Agreement, and all representations and warranties of City contained herein shall be true and correct in all matenal respects; (b) Execution of Documents City shall have executed and acknowledged the Ground Lease, the Memorandum, the Regulatory Agreement, and all other City Documents to which the City is a party, and shall have delivered such documents into escrow; and (c) Owner's Title Policy. The Title Company shall, upon payment of the premium therefor, be ready to issue an Owner's Title Insurance Policy for the benefit and protection of Developer ("Owner's Title Policy") showing a leasehold interest in the Property vested in Developer, subject only to Developer's Permitted Exceptions and containing such endorsements as Developer may reasonably require, with the cost of such Owner's Title Policy to be paid by Developer. 4 8 No Obligation to Disburse Proceeds Upon Default Notwithstanding any other provision of this Agreement, the City shall have no obligation to disburse or authonze the disbursement of any portion of the Loan Proceeds following. (i) the failure of any of Developer's representations and warranties made in this Agreement or in connection with the Loan to be true and correct in all material respects; OAK#4822-6539-6013 v5 12