03 - JOINT PH - DDA RSI Development LLC

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Exceptions in the Report, Agency shall have the right, but not the obligation, to remove any disapproved Exceptions within thirty (30) days after receiving written notice of Developer's disapproval or provide assurances satisfactory to Developer that such Exception(s) will be removed on or before the Closing. If Agency cannot or does not elect to remove any of the disapproved Exception within that period, Developer shall have ten (10) business days after expiration of such thirty (30) day period to either give the Agency written notice that Developer elects to proceed with the purchase of the applicable Site subject to the disapproved Exceptions or to give the Agency written notice that the Developer elects to terminate this Agreement as to all of the Sites, or as to only the Site which is the subject of the disapproved Report. The Exceptions to title approved by Developer as provided herein shall hereinafter be referred to as the "Condition of Title." Developer shall have the right to approved or disapprove any Exception(s) reported by the Title Company after Developer has approved the Condition of Title for the Sites (which are not created by Developer) within ten (10) business days after receipt of any supplemental title report ("Supplemental Report") and a legible copy of the documents underlying the new Exception. Developer's failure to give written disapproval of the Supplemental Report within such time limits shall be deemed approval of the Supplemental Report. If Developer notifies Agency of its disapprovals of any Exceptions in the Supplemental Report, Agency shall have the right, but not the obligation, to remove any disapproved Exception(s) within twenty (20) days after receiving written notice of Developer's disapproval or provide assurance satisfactory to Developer that such Exception(s) would be removed on or before the Closing. If Agency cannot or does not elect to remove any of the disapproved Exceptions within that period, Developer shall have ten (10) business days after expiration of such twenty (20) day period to either give the Agency written notice that Developer elects to proceed with the purchase of the applicable Site subject to the disapproved Exception(s) or give the Agency written notice that Developer elects to terminate this Agreement as to all of the Sites, or only as to the Site which is the subject of the disapproved Supplemental Report. Agency shall not voluntarily create any new exceptions to title following the date of this Agreement. 204. Title Insurance. Concurrently with recordation of the Grant Deed(s) conveying title to each Site, there shall be issued to Developer an ALTA Owner's Policy of Title Insurance with Western Regional Exceptions (the "Title Policy"), together with such endorsements as are reasonably requested by the Developer, issued by First American Title Insurance Company (the "Title Company") insuring that the title to the Sites is vested in Developer in the condition required by Section 203 of this Agreement. The Title Company shall provide the Agency with a copy of the Title Policy. The Title Policy shall be for the amount of the fair market value of the Sites. The Agency agrees to remove on or before the Closing any deeds of trust or other monetary liens against the Sites. The Agency shall pay that portion of the premium for the Title Policy equal to the cost of the ALTA standard coverage title policy in the amount of the fair market value of the Sites. Any additional costs, including the cost of an ALTA extended coverage policy or any endorsements requested by the Developer, shall be borne by the Developer. 205. Conditions of Closing. The Closing of each Phase of the Sites is conditioned upon the satisfaction of the following terms and conditions within the times designated below: 600457905v2 3 1121