Agmt 2006 Mercy Housing California XXXIII (4)

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Date"). Developer shall pay the cost oftitle insurance for Agency's lender's policy oftitle Insurance. 3.5 Escrow Instructions; Deposit of Funds; Recordation of Documents. Agency and Developer shall provide Escrow Agent with a copy ofthis Agreement, which together with such supplemental instructions as Agency or Developer may provide and which are consistent with the intent of this Agreement or which are otherwise mutually agreed upon by Agency and Developer, shall serve as escrow instructions for the conveyance of Property. 3.6 Closing Date. Within the time period set forth in the Schedule of Performance, Developer shall deposit into escrow the balance of any funds Developer is obligated to pay to Agency in connection with repayment of the Predevelopment Loan (defined in Section 9.1) and the Agency Documents, executed and acknowledged as applicable. Provided that all conditions precedent to the lease of the Property have been satisfied or waived, Agency shall deposit into escrow executed copies of the Agency Documents to which Agency is a party. On the Closing Date the Escrow Agent shall cause the Memorandum of Lease, the Regulatory Agreement and the Deed of Trust to be recorded in the Official Records of Alameda County. Unless the Parties mutually agree upon an extension pursuant to Section 1.3.1.1 or otherwise, provided that Developer has obtained an allocation of low-income housing tax credits in the second TCAC round for the year 2006, the Closing Date shall be a date no later than February 28, 2007 which is mutually acceptable to the Parties, and which shall occur within thirty (30) days following the Developer's satisfaction of all conditions precedent to lease of the Property as set forth in Articles I and III, including without limitation, Developer's receipt of all commitments for construction and permanent financing for the Project, including tax credit equity contributions. 3.7 Review of Title. Prior to the Closing Date, Developer shall obtain and review a title report for the Property and shall notify Agency of any objections Developer has to exceptions to title ("Title Exceptions"). Developer's failure to object within such period shall be deemed to be approval of the condition oftitle to the Property. If Developer reasonably objects to any Title Exception other than a Permitted Exception, Agency shall use reasonable efforts at Agency's expense to remove from title or otherwise satisfy each such exception in a form that is reasonably satisfactory to Developer no later than fourteen (14) days prior to the Closing Date. 3.8 Conditions to Closing. In addition to the conditions precedent to Closing set forth in Article I and elsewhere in this Article III, the Closing is conditioned upon the satisfaction of the terms and conditions set forth in Sections 3.8.1 and 3.8.2. 3.8.1 Agency's Conditions to Closing. Agency's obligation to proceed with the Closing is subject to Developer's satisfaction or Agency's waiver of the following conditions: a. No Default. There shall exist no condition, event or act which would constitute a material breach or default under this Agreement or any other Agency Document, or which, upon the giving of notice or the passage of time, or both, would constitute such a material breach or default. 803698-6 9