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C. Payment of Closing Costs. Prior to the Close of Escrow, <br />Developer shall have paid all required costs of Closing into Escrow in accordance with Section <br />202 hereof. <br />d. Design Approvals. The Developer shall have obtained approval <br />by the Agency of the Design Development Drawings as set forth in Section 302 hereof. <br />e. Land Use Approvals. The Developer shall have paid for and <br />received all land use approvals, entitlements and permits required for the Improvements by the <br />City or any other governmental agency affected by such construction work. <br />f. Insurance. The Developer shall have provided proof of insurance <br />as required by Section 306 hereof. <br />g. Financing. The Agency shall have approved financing of the <br />Improvements on the Sites in the applicable Phase as provided in Section 311.1 hereof, and such <br />financing shall be available for development of the improvements or, to the extent said financing <br />consists of a third party loan or loans, said loan or loans have closed and funded or shall be ready <br />to close and fund upon the Closing. <br />h. No Litigation. No litigation shall be pending or threatened by any <br />third parties which seek to enjoin the transactions contemplated herein. <br />i. Representations and Warranties. All representations and <br />warranties of Developer contained in this Agreement shall be true and correct as if made on and <br />as of the Closing. <br />j. Corporate Resolution. Developer shall deliver to Agency a <br />certified copy of a resolution of Developer's Board of Directors authorizing (or ratifying) the <br />execution of this Agreement and establishing funding for fulfilling Developer's obligations <br />under this Agreement. <br />205.2 Developer's Conditions of Closing. Developer's obligation to proceed <br />with the purchase of the Sites in each Phase is subject to the fulfillment or waiver by Developer <br />of each and all of the conditions precedent (a) through (1), inclusive, described below <br />("Developer's Conditions Precedent"), which are solely for the benefit of Developer, and <br />which shall be fulfilled or waived by the time periods provided for herein (provided, however, <br />that if the reason for the failure of any of the following conditions is due to a Developer Default, <br />such failure shall not be deemed to constitute the failure of Developer's Conditions Precedent): <br />a. No Default. Prior to the Close of Escrow, Agency is not in default <br />in any of its obligations under the terms of this Agreement and all representations and warranties <br />of Agency contained herein shall be true and correct in all material respects. <br />b. Execution of Documents. The Agency shall have executed the <br />Grant Deeds for the Sites in the Phase and any other documents required hereunder, and <br />delivered such documents into Escrow. <br />14 EXHIBIT 4 <br />8OA-29