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replacement letter of credit with an expiry date of not earlier than the Restaurant Opening Deadline is not provided on or before the thirtieth [30th] day before the expiry date), (iii) is payable upon presentment of the Agency Director's signature, (iv) is otherwise in form acceptable to the Agency Director, and (v) is issued by a bank acceptable to the Agency Director and having a branch in Alameda County. 3.02 Escrow. To accomplish the purchase and transfer of the Property, the Parties shall upon execution of this Agreement establish an escrow with the Escrow Agent. The Parties shall execute and deliver all written instructions to the Escrow Agent to accomplish the terms hereof, so long as such instructions are consistent with this Agreement. (a) Escrow shall close on or before the thirtieth (30th) day after the Outside Date. .. 3.03 Costs of Escrow and Closing. Real property taxes, if any, shall be paid by Developer on a pro -rated basis. Assessments payable thereon and approved by Developer shall be paid by Developer. Developer shall bear the cost of each of the Owner's Title Policy and the Lender's Title Policies and Developer shall bear the cost of a survey of the Property. The escrow fee, conveyance and transfer taxes and recording fees shall be borne equally by Agency and Developer. 3.04 Agency Loans. The Agency hereby agrees to loan and the Developer hereby agrees to borrow the Agency (Construction) Loan Amount, as determined under Section 3.07(b) hereof, and the Deferred Amount, subject to the terms and conditions set forth in this Agreement, and subject further to the terms and conditions set forth within the documents and instruments executed by the Developer in connection with this transaction, including: (a) The Developer Construction Note, in substantially the form of Exhibit "H "; (b) The Developer Construction (Third) Deed of Trust, in substantially the form of Exhibit "G "; (c) The Developer Deferred Note, in substantially the form of Exhibit "K "; and (d) The Developer Deferred (Second) Deed of Trust, in substantially the form of Exhibit "L." 3.05 Repayment of Agency Loans. The Developer shall make payment(s) to the Agency by the times established therefor in each of the Developer Deferred Note and the Developer Construction Note, except that the entire balance due under the Developer Deferred Note and the Developer Construction Note, respectively, shall be paid upon the earlier of: (i) the fifteenth (I5` anniversary of the Conveyance Date, (ii) the sale, lease, exchange or other conveyance of the Property; or (iii) the uncured default of the 12 D005OC\746041 v4124258.0002