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instructions as City or Developer may provide and which are consistent with the intent of this Agreement or which are otherwise mutually agreed upon by City and Developer, shall serve as escrow instructions for the Closing. 3.3 Closing. The Closing Date shall be a date that is mutually acceptable to the Parties. Prior to the Close of Escrow,Developer shall deposit into escrow the City Documents to which Developer is a party, executed and acknowledged as applicable, and Developer's share of closing costs. Provided that all conditions precedent to Close of Escrow have been satisfied or waived, City shall deposit into escrow executed copies of the City Documents to which City is a party.. On the Closing Date the Escrow Agent shall cause the Memorandum,the Regulatory Agreement,the Deed of Trust and the City HOME Deed of Trust to be recorded in the Official Records. ARTICLE IV CITY FINANCIAL ASSISTANCE 4.1 Loan and Note; Predevelopment Loans. 4.1.1 HOME Loan. Pursuant to that certain HOME Investments Partnerships Program(HOME) Agreement dated as of October 24, 2014, and executed by and between City and MidPen (the"City HOME Loan Agreement"), the City has provided a loan to fund certain Project predevelopment expenses using HOME investment partnership funds in the amount of Four Hundred Fifty Thousand Dollars ($450,000) (the "City HOME Loan"). MidPen's obligation to repay the City HOME Loan is evidenced by that certain Promissory Note dated as of October 24, 2014, and executed by MidPen for the benefit of City (the"City HOME Note"). Pursuant to the Assignment and Assumption Agreement, Developer has assumed MidPen's rights and obligations under the City HOME Loan Agreement and the City HOME Note. As of the Effective Date, approximately Four Hundred Forty Thousand Dollars($440,000)of the proceeds of the City HOME Loan have been disbursed. At the Closing, Developer will execute the City HOME Deed of Trust which will be recorded against the Project and Developer's leasehold interest in the Property to secure repayment of the City HOME Loan. 4.1.2 Predevelopment Loan. Pursuant to the DDA, the City has provided a loan to MidPen using City Low-Income Housing Funds to fund certain Project predevelopment expenses in the amount of Two Million, Eight Hundred Thousand Dollars ($2,800,000) (the "Predevelopment Loan"). MidPen's obligation to repay the Predevelopment Loan is evidenced by a Predevelopment Promissory Note dated as of November 22, 2013 (the "Predevelopment Note"). Pursuant to the Assignment and Assumption Agreement, Developer has assumed MidPen's rights and obligations under the Predevelopment Note. As of the Effective Date, [One Million, One Hundred Six Thousand Dollars ($1,106,000)] of the proceeds of the Predevelopment Loan have been disbursed, leaving an undisbursed balance of One Million, Six Hundred Ninety-Four Thousand Dollars($1,694,000). As of the Effective Date, interest in the amount of[ Dollars ($ )] has accrued on the outstanding principal balance of the Predevelopment Loan. OAK#4822-6539-6013 v3 8