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3.3.7 In addition to the rights of the parties set forth in Article 5, if the escrow is not in condition to close before the outside date for conveyance as set forth in the Schedule of Performance, then either party who then shall have fully perforined their respective obligations set forth in this Agreement may, in writing, terminate this Agreement as set forth in Sections 5,5 or 5.6 hereof, as the case may be, and demand the return of its money, papers or documents. Thereupon all obligations and liabilities of the Parties under this Agreement shall terminate in the manner set forth in Section 5.5 or 5,6 hereof, as the case may be, except any provisions which specifically provide for survival shall survive such termination and remain in full force and effect, If neither party shall have fully performed the acts to be performed before the time for conveyance set forth in the Schedule of Performance, no termination or demand for return shall be recognized until ten (10) days after the Escrow Agent shall have mailed copies of such demand to the other party or parties at the address of its or their principal place or places of business. If any objections are raised within the ten (10) day period, the Escrow Agent is authorized to hold all money, papers and documents with respect to the City Property until instructed in writing by both the City and the Developer or upon failure thereof by a court of competent jurisdiction. . if no such demands are made, the escrow shall be closed as soon as possible. Nothing in this Section 3.3.5 shall be construed to impair or affect the rights or obligations of the City or the Developer to specific performance. 3.3.8 Any amendment of these escrow instructions shall be in writing and signed by both flic City and the Developer. At the time of any amendment, the Escrow Agent shall agree to carry out its duties as Escrow Agent under such amendment. 3.4 Conveygnce of Title and Delivery of Possession, Provided that Developer is not in default under this Agreement and all conditions precedent to such conveyance have occurred, and subject to any mutually agreed upon extensions of time, conveyance to the Developer of fee title to the City Property shall be completed on or prior to the date specified in the Schedule of Performance, or any extension of such time as may be mutually agreed to by the parties. Possession shall be delivered to the Developer concurrently with the conveyance of the City Property. The Developer shall accept its fee title and possession on or before said date. 3.5 Conditions Precedent to Conveyance. Close of escrow and conveyance of the City Property to the Developer shall be contingent upon satisfaction (or waiver by the party benefiting from such condition) of the following conditions precedent; 3.5.1 For Benefit of Developer: 3.5.1.1 Before the Close of Escrow, City shall not be in default in any of its obligations under the terms of this Agreement and all representations and warranties of City contained herein shall be true and correct in all material respects. 3,5,1,2 Developer shall have reviewed and approved the condition of title of the City Property, as provided in Section 3.6 hereof. 3.5.1.3 Developer shall have reviewed and approved the environmental condition of the Site. 55394.00000\29008220.1 65D-1 8