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10/1 /08 <br />a. Pay and charge Agency for the premium of the Title Policy and <br />any amount necessary to place title in the condition necessary to satisfy Section 203 of <br />this Agreement. <br />b. Pay and charge Developer and Agency for their respective shares <br />of any escrow fees, charges, and costs payable under Section 202.1 of this Agreement. <br />c. Pay and charge Developer for any endorsements to the Title Policy <br />which are requested by the Developer. <br />d. Disburse funds, and deliver and record the Grant Deed when both <br />the Developer's Conditions Precedent and the Agency's Conditions Precedent have been <br />fulfilled or waived by Developer and Agency. <br />e. Do such other actions as necessary, including obtaining the Title <br />Policy, to fulfill its obligations under this Agreement. <br />f. Within the discretion of Escrow Agent, direct Agency and <br />Developer to execute and deliver any instrument, affidavit, and statement, and to perform <br />any act reasonably necessary to comply with the provisions of FIIZPTA and any similar <br />state act and regulation promulgated thereunder. Agency agrees to execute a Certificate <br />ofNon-Foreign Status by individual transferor and/or a Certification of Compliance with <br />Real Estate Reporting Requirement of the 1986 Tax Reform Act as may be required by <br />Escrow Agent, on the form to be supplied by Escrow Agent. <br />g. Prepare and file with all appropriate governmental or taxing <br />authorities a uniform settlement statement, closing statement, tax withholding forms <br />including and IRS 1099-5 form, and be responsible for withholding taxes, if any such <br />forms are provided for or required by law. <br />202.4 Closing. This transaction shall close ("Closing") within thirty (30) <br />days of the parties' satisfaction of all Agency's and Developer's Conditions Precedent to <br />Closing as set forth in Section 205 hereof, but in no event later than November 15, 2008 <br />(the "Outside Date"). <br />The Closing shall occur at a location within Orange County at a time and place <br />reasonably agreed on by the parties. The "Closing" shall mean the time and day the <br />Grant Deed is filed for record with the Increment County Recorder. The "Closing Date" <br />shall mean the day on which the Closing occurs. <br />202.5 Termination. If (except for deposit of money by Developer, <br />which shall be made by Developer before the Closing) Escrow is not in condition to close <br />by the Outside Date, then either party which has fully performed under this Agreement <br />may, in writing, demand the return of money, documents or property and terminate this <br />Agreement. If either party makes a written demand for return of money, documents or <br />property, this Agreement shall not terminate until five (5) days after Escrow Agent shall <br />8 <br />