Agmt01 Western Innisfree Ventures LLC

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E. The Agency shall approve or disapprove such evidence of financing within the time established in the Schedule of Performance. Approval shall be based on the 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) Developer has the financial capability and has committed sufficient equity in the Project. Failure of the Agency to either approve or disapprove such evidence of financing within fifteen (15) days of its complete submission shall be deemed an approval. If the Agency shall disapprove any such evidence of financing, the Agency shall do so by written notice to Developer stating the reasons for such disapproval. Developer, as soon as reasonably practicable, shall obtain and submit to the Agency new evidence of financing. The 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 the Agency. Article 4. ESCROW §401 Opening of Escrow To accomplish the purchase and transfer of the Agency, City-Transfer and Acquisition Parcels, the Agency agrees to open one or more escrows ("Escrow") with First American Title Company, or with another mutually agreed upon escrow company (the "Escrow Agent"), in San Mateo County, within the time established in the Schedule of Performance. This Article 4 constitutes the basis for joint escrow instructions of the Agency, the City and Developer. The Agency, the City and Developer 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 heretmder. Upon delivery of the Agency, City-Transfer and Acquisition Parcels Grant Deeds to the Escrow Agent by the Agency and the City, as the case may be, pursuant to Section 404 of this Agreement and the fulfillment by Developer of its obligations under the Escrow, the Escrow Agent shall record such Grant Deeds when title to the Agency, City Transfer or Acquisition Parcels can be vested in Developer in accordance with the terms and provisions of this Agreement, and the Title Company is committed to issuing the title policy; provided, however, that as provided in Section 501, the Agency, the City and Developer may elect to proceed with the conveyance of the Block Two Parcels prior to the conveyance of any Parcels on Block One. The Agency and Developer shall each deposit in Escrow such instruments as are reasonably required by the Escrow Agent or otherwise required to close the Escrow and consummate the purchase of all of the Acquisition Parcels in accordance with this Agreement. {}402 Conditions Precedent to Close of Escrow A. Conditions for Agency's Benefits. The following conditions, which are intended to be for the benefit of Agency, shall have been fulfilled or waived by Agency in writing not later than thirty (30) days prior to the scheduled date for close of Escrow. 1. Developer shall have made its Election to Fund and advanced all Total Costs of Acquisition, in accordance with the Schedule of Perfomlance and the terms of this Agreement. 2. Developer shall have furnished Agency with a true and complete copy of the fully-executed Cinema Lease, conforming to the requirements of Section 501. 17 DOCSSFl:495065.9 9975-5 ~