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City shall disburse HOME Funds to Borrower only to the extent that: (a) HOME Funds are made available to the City; and (b) the uses of the HOME Funds are eligible in accordance with the HOME Program Regulations. If for any reason the HOME Funds are not made available to the City, , or any of the Borrower's uses of HOME Funds are determined to be ineligible uses under the HOME Program Regulations, then the City shall not have an obligation to disburse the HOME Funds requested by Borrower. The aggregate amount of HOME Funds disbursed to Borrower pursuant to this Agreement shall not exceed the amount of the Loan. 1.10.1 Conditions to Disbursement City shall disburse HOME Funds in accordance with Section 1.10 only following satisfaction of all of the following conditions: (i) The conveyance of the Property to Borrower. (ii) Borrower's execution and delivery to City of this Agreement, the Note, the Deed of Trust, and the Regulatory Agreement. (iii) Recordation of the Deed of Trust and the Regulatory Agreement in the Official Records of Alameda County. (iv) Borrower's delivery to City of evidence reasonably satisfactory to City that there are no mechanics' liens or stop notices related to the Property or the Project, and Borrower's provision to City of full waivers or releases of lien clams if required by City. (v) The issuance by an insurer satisfactory to City of an ALTA. lender's policy of title insurance ( "Title Policy ") for the benefit of City in the amount of the Loan, insuring that the lien of the Deed of Trust and the Regulatory Agreement are subject only to such exceptions to title as City shall reasonably approve and containing such endorsements as City may reasonably require. (vi) Borrower's delivery to the City of evidence of property and liability insurance coverage and payment and performance bonds in accordance with the requirements set forth herein and in the Regulatory Agreement. (vii) Borrower's delivery to City of certified copies of Borrower's LP -1 and partnership agreement, and certified copies of the formation documents for each of Borrower's general partners, documentation of the managing general partner's tax - exempt status, and resolutions authorizing Borrower's execution of and performance under this Agreement, the Note, the Deed of Trust and the Regulatory Agreement. (viii) No material adverse change as determined by City in its reasonable judgment shall have occurred in the condition of the Property or in the financial or other condition of Borrower since the date of this Agreement. (ix) Borrower's delivery to City of evidence reasonably satisfactory to City that Borrower has obtained all necessary entitlements, permits (including without limitation building permits), licenses, and approvals required to develop the Project, or that the receipt of such permits is subject only to such conditions as City shall reasonably approve; 1908324.5