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202.5 Termination. If (except for deposit of money by Developer, which shall <br />be made by Developer before the Closing) Escrow is not in condition to close by the Outside <br />Date, then either party which has fully performed under this Agreement may, in writing, demand <br />the return of money or property and terminate this Agreement. If either party makes a written <br />demand for return of documents or properties, this Agreement shall not terminate until five (5) <br />days after Escrow Agent shall have delivered copies of such demand to all other parties at the <br />respective addresses shown in authorized to hold all papers and document until instructed by a <br />court of competent jurisdiction or by mutual written instructions of the parties. Developer, <br />however, shall have the sole option to withdraw any money deposited by it for the acquisition of <br />the Sites less Developer's share of costs of Escrow. Termination of this Agreement shall be <br />without prejudice as to whatever legal rights either party may have against the other arising from <br />the Agreement. If no demands are made, the Escrow Agent shall proceed with the Closing as <br />soon as possible. <br />202.6 Closing Procedure. Escrow Agent shall close Escrow as follows: <br />a. Record the Grant Deed for each Site with instructions for the Orange <br />County Recorder's Office, California, to deliver the Grant Deed to the Developer; <br />b. Record the Deed(s) of Trust with instructions for the Recorder of Orange <br />County, California to deliver the Deed(s) of Trust to the Agency; <br />c.Instruct the Title Company to deliver the Title Policy for each Site to Developer; <br />d. File any informational reports required by Internal Revenue Code Section <br />6045(e), as amended, and any other applicable requirements; and <br />e. Deliver the FIRPTA Certificate, if any, to Developer; <br />f. Forward to both Developer and Agency a separate accounting of all funds <br />received and disbursed for each party and copies of all executed and recorded or <br />filed documents deposited into Escrow, with such recording and filing date and <br />information endorsed thereon. <br />203. Review of Title. The Agency shall cause First American Title Insurance <br />Company, or another title company mutually agreeable to both parties (the "Title Company"), to <br />deliver to Developer a standard preliminary title report (the "Report") with respect to the title to <br />each of the Sites, together with legible copies of the document underlying the exceptions <br />("Exceptions") set forth in the Report, within thirty (30) days from the date of this Agreement. <br />The Developer shall have the right to reasonably approve or disapprove the Exceptions; <br />provided, however, that the Developer herein approves the Redevelopment Plan as an Exception. <br />Developer shall have thirty (30) days from the date of its receipt of each Report to give <br />written notice to Agency and Escrow Holder of Developer's approval or disapproval of any such <br />Exceptions. Developer's failure to give written disapproval of the Report within such time limit <br />shall be deemed approval of the Report. If Developer notifies Agency of its disapproval of any <br />600457905v2 ~ 101' <br />