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202.2 Reserved. <br />202.3 Authority of Escrow Agent. With respect to the Closing, Escrow Agent <br />is authorized to, and shall: <br />a. Pay and charge Agency for the premium of the Title Policy and any <br />amount necessary to place title in the condition necessary to satisfy Section 203 of this <br />Agreement. <br />b. Pay and charge Developer and Agency for their respective shares of any <br />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 which <br />are requested by the Developer. <br />d. Disburse funds, and deliver and record the Grant Deed when both the <br />Developer's Conditions Precedent and the Agency's Conditions Precedent have been fulfilled or <br />waived by Developer and Agency. <br />e. Do such other actions as necessary, including obtaining the Title Policy, to <br />fulfill its obligations under this Agreement. <br />£ Within the discretion of Escrow Agent, direct Agency and Developer to <br />execute and deliver any instrument, affidavit, and statement, and to perform any act reasonably <br />necessary to comply with the provisions of FIRPTA and any similar state act and regulation <br />promulgated thereunder. Agency agrees to execute a Certificate of Non-Foreign Status by <br />individual transferor and/or a Certification of Compliance with Real Estate Reporting <br />Requirement of the 1986 Tax Reform Act as may be required by Escrow Agent, on the form to <br />be supplied by Escrow Agent. <br />g. Prepare and file with all appropriate governmental or taxing authorities a <br />uniform settlement statement, closing statement, tax withholding forms including an IRS 1099-5 <br />form, and be responsible for withholding taxes, if any such forms are provided for or required by <br />law. <br />202.4 Closing. This transaction shall close ("Closing") within thirty (30) days <br />of the parties' satisfaction of all Agency's and Developer's Conditions Precedent to Closing as <br />set forth in Section 205 hereof, but in no event later than March 1, 2009 (the "Outside Date"). <br />The Closing shall occur at the offices of Escrow Agent at a time and place reasonably <br />agreed on by the parties. The "Closing" shall mean the time and day the Grant Deed is filed for <br />record with the County of Orange Recorder's Office. The "Closing Date" shall mean the day on <br />which the Closing of the Sites occurs. <br />600457905v2 9 1 9 <br />