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t! 4W Upon the satisfaction of all conditions set forth on Exhibit B hereto, each Party to the Memorandum of Understanding agrees to and shall execute a certificate acknowledging performance and satisfaction of conditions thereunder, and waiving any objections to the closing on the acquisition of the Land by the County under the County Agement for Sale and Purchase and the acquisition of land by the Developer under the Developer Agreement for Sale and Purchase, and the implementation of the other Escrow Documents held under this Document Escrow Agreement. Pollowing receipt ofall such certifications, the County will proceed with the sale of the Bonds or otherwise initiate financing as contemplated in the Memorandum of Understanding the City will proceed with funding the Grant Amount (as defined in the Interlocal Agreement), and the Developer will proceed to close on the land as contemplated by the Developer Agreement for Sale and Purchase. each to occur in conjunction with the closing on the Bonds, and the Agent shall thereupon be authorized and directed to deliver the Escrow Documents in conjunction with the closing on the Bonds. Upon notification from the County to Agent that the County has authorized the sale and subsequent dei ivcry of the Bonds or otherwise has available all funds necessary to close and upon Agent's confirmation that bank wire transfer( s) to the Seller under both the County Agreement for Sale and Purchase and the Developer ,Agreement for Sale and Purchase have been instituted and received, Agent shall cause the dclivery of the Escrow Documents and cause their recordation in the public records. If Agent has not been notified on or before May 31. 20D1 to disburse and deliver the Escrow Documents. Agent shall thereafter promptly rctum each documentheld to the Patty respectively providing such document to the Agent. However. upon written instructions signed by all Parties and delivered to the Agent. the Agent shall have the option and authority to continue to hold the Escrow Documents pending disbursement or written instructions signed by all Parties to return the documents. SECTION 3. DUTIES AND RESPONSIBILITIES OF AGENT. (o) The Agent's actions under this Document Escrow Agreement shall be deemed ministerial and so long as the Agent reasonably perform.% as provided heren except as prohibited bylaw with regard to the County and the City, the Parties agree to hold harmless and indemnify the Agent with respect to any loss or darru3ge experienced by the Agent, including reasonable anomeys fees. as a result of its good faith performance hereunder. 113 i Upon disbursement as provided herein or as otherwise ameed to by the Patties hereto at .:losing and the delivery ofthe Escrow Documentsas provided herein. or alternatively, upon die rentor of the Escrow Documents to the respective Parties as provided herein. this Document Escrow Agreement shall tetmmate. mar