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3.5.2.9 Developer has received all City approvals and necessary entitlements <br />required for the development of the Hotel Project, at its own expense, including all required <br />discretionary entitlements, design review, and all appeal periods for such approvals have expired; <br />3.5.2.10 Developer has provided evidence, satisfactory to City in its sole <br />and discretion exercised in good faith, that Developer has sufficient and binding financing <br />commitments to complete the Project; <br />3.5.2.11 Developer has an executed construction contract for the Project <br />with its general contractor; <br />3.5.2.12 Developer has delivered to the City proof of insurance, in <br />compliance with Section 4.6 hereof, <br />3.5.2.13 Developer shall have obtained the commitments and approvals <br />necessary to develop and operate the hotel component of the Project as a minimum three (3) star <br />on the Project Site. <br />3.6 Conditions of Title. Within 30 days following execution of this Agreement, the City will <br />submit to the Developer for review and approval a preliminary title report for the City Property, <br />together with a copy of all underlying documents referred to therein ( "Preliminary Title <br />Report"), and will further provide an updated preliminary report at such time that the City takes <br />fee title to the Successor Agency Parcels, and thereafter from time to time upon reasonable <br />request of the Developer. The Developer shall approve or disapprove the Preliminary Title <br />Report within the time established in the Schedule of Performance. Failure by the Developer to <br />approve within such time shall be deemed disapproval. <br />3.6.1 The Developer shall be responsible for any costs and expenses necessary to place <br />title to the City Property in the condition for conveyance of fee title to the City Property to the <br />Developer as required hereunder. If the Developer disapproves any title exception reflected in <br />the 'Preliminary Title Report (or any updated preliminary report), and the City, within ten (10) <br />days thereafter gives Developer written notice that the City elects not to remove such exception, <br />the Developer may elect, within ten (10) days of receipt of the City's notice, to accept fee title to <br />the Project Site subject to such exception or to terminate this Agreement by providing written <br />notice thereof to the City. Notwithstanding the foregoing, City shall, without the requirement of <br />Developer to object or City to refuse, remove all monetary liens (other than property taxes or <br />assessments for amounts not yet delinquent) from the title to the City Property delivered to <br />Developer at Close of Escrow, and shall remove from title or otherwise satisfy all exceptions it <br />otherwise agrees to remove, in a form that is reasonably satisfactory to Developer prior to the <br />Closing Date. <br />3.6.2 The City shall convey to the Developer fee interest in the City Property free and <br />clear of all recorded liens, encumbrances, assessments, leases and taxes, except easements of <br />record and encumbrances that are consistent with this Agreement or approved in writing by the <br />Developer. <br />55394.00000 \29008220.1 65A -13 <br />