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which approval will not be unreasonably withheld, conditioned or delayed, and (ii) no later than the time specified in the Schedule of Performance, Shea shall submit to Agency evidence satisfactory to Agency that Shea has financing commitments necessary for all costs related to the acquisition of the land and development of the Shea Project. Such evidence of financing shall include: A. Copies of all conditional and firm financing commitments. Conditional commitments shall not be deemed to be finn and binding commitments, but shall be subject to all conditions required by the financing institutions committing same. B. Proof of acceptance of each loan commitment by Shea and proof of payment of all loan commitment fees and expenses required to fund the financing commitments. C. Proof of funding or binding commitments to fund equity capital contributions, reasonably satisfactory to Agency. D. A binding commitment to fund the difference between the amount of the equity and the land acquisition, predevelopment costs, and costs of construction and related expenses. E. Agency shall approve or disapprove such evidence of financing within the time established in the Schedule of Performance. Approval shall be based on Agency's determinations that (a) the proposed lender is a responsible financial or lending institution; (b) the commitment letter given by the responsible financial or lending institution is consistent with standard current lending practices; and (c) Shea has the financial capability and has committed sufficient equity in the Shea Project. Failure of Agency to either approve or disapprove such evidence of financing within five (5) days of submission shall be deemed an approval. If Agency shall disapprove any such evidence of financing, Agency shall do so by written notice to Shea stating the reasons for such disapproval. Shea, as soon as reasonably practicable, shall obtain and submit to the Agency new evidence of financing. Agency shall approve or disapprove such new evidence of financing in the same manner and within the same times established in this section for the approval or disapproval of the evidence of financing initially submitted to Agency. Article 4. ESCROW §401 Opening of Escrow To accomplish the purchase and transfer of the Acquisition Parcels, Agency agrees to open one or more escrows ("Escrow") with First American Title Company, or with another mutually agreed upon escrow company (the "Es_c_row Agent"), within the time established in the Schedule of Performance. This Article 4 constitutes the basis for joint escrow instructions of Agency and Shea. Agency and Shea shall provide mutual escrow instructions as shall be necessary for and consistent with this Agreement. The Escrow Agent is hereby empowered to act under this Agreement, and upon indicating its acceptance of the provisions of this article, shall carry out its duties'as Escrow Agent hereunder. 19 wc-21875