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IAC has completed all acts necessary to entitle IAC to such conveyance (except deposit of the applicable Purchase Price), if such be the fact, and Agency's instructions to the Escrow Agent that the Grant Deeds may be recorded. §405 Terms of Escrow With respect to each Acquisition Parcel, the Escrow Agent is authorized to: A. Pay, and charge IAC for, any fees, charges and costs payable under this Section 405. Before such payments or charges are made, the Escrow Agent shall notify IAC of the fees, chazges and costs necessary to clear title and close the Escrow. B. Disburse funds and deliver the applicable Grant Deed or Grant Deeds and other documents to the parties entitled thereto when the conditions of this Escrow have been fulfilled by the Agency and IAC. C. Record any instruments delivered through this escrow, if necessary or proper, to vest title in IAC in accordance with the terms and provisions of this Agreement. All funds received in this Escrow shall be deposited by the Escrow Agent in an interest- beazing escrow account or accounts with a federally insured institution as directed by IAC. Any interest earned on such fiznds shall be the property of IAC. Such funds may be transfened to any other such general escrow account or accounts. All disbursements shall be made by check of the Escrow Agent. All adjustments are to be made on the basis of a thirty (30)day month. If this Escrow is not in condition to close on or before the time of conveyance established in the Schedule of Performance, and if IAC has not, but the Agency has, fully performed the acts to be performed before conveyance of title, then the Agency may, in writing, terminate this Agreement and/or demand from the Escrow Agent the return of its monies, papers or documents theretofore deposited in Escrow in the manner set forth in Sections 808(B) or 809(B) hereof, as applicable. If this Escrow is not in condition to close on or before the time of conveyance established in the Schedule of Performance, and if IAC shall have fully performed the acts to be performed by it before the conveyance of title, then IAC may, in writing,terminate this Agreement and/or demand from the Escrow Agent the return of its monies, papers or documents theretofore deposited in Escrow in the manner set forth in Sections 807(B)or 809(B) hereof, as applicable. No demand for return shall be recognized until thirty (30) days after the Escrow Agent shall have caused copies of such demand to be delivered to the other party pursuant to Section 1002 of this Agreement. Objections, if any,to the return of monies, papers or documents theretofore deposited in Escrow, shall be raised by written notice to the Escrow Agent and to the non-terminating party not later than the thirtieth (30`�) day following receipt of such notice, in which event the Escrow Agent is authorized to hold all money, papers and documents with respect to the Acquisition Parcels until instructed by mutual agreement of the parties or by a court of competent jurisdiction, whereupon the obligations and liabilities of the parties under this Agreement shall cease and terminate in the manner set forth in Sections 807(B), 80g(B) or 809(B), as applicable. If neither the Agency nor IAC shall have fully performed the acts to be performed before the time for conveyance established in the Schedule of Performance, no termination or demand for return shall be recognized until ten(10) days after the Escrow Agent * _ " 20 9627:83976.25