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Developer's obligation to purchase the Property is contingent upon the ability of the Agency to convey title to the Property in a Conforming Condition of Title. The conditions provided for in this Article Two shall be deemed satisfied by the date by which the'particular condition is required to be satisfied, if the Developer does not provide notice to the Agency by the date provided herein that Developer has disapproved of such matter. (a) As soon as reasonably possible following the Date of Agreement, Agency shall deliver or cause to be delivered to Developer the following items: (i) Title Report. An updated preliminary report for an ALTA Owner's Policy for the Property issued by the Title Company, setting forth all liens, encumbrances, easements, restrictions, conditions, pending litigation, judgments, administrative proceedings, and other matters affecting the Agency's title to the Property ("Preliminary Report"), together with copies of all documents relating to title exceptions referred to in the Preliminary Report (to the extent, copies of such documents have not earlier been provided to Developer or any of its principals by the Agency or the Title Company). The Developer acknowledges, however, that title to the Property shall be conveyed subject to the Developer Deed of Trust, the Grant Deed and the License Agreement, and the Developer agrees to accept title subject to such matters notwithstanding the circumstance that they will not be reflected in the Preliminary Report. (ii) Underlying Title Documents. Complete and legible copies of all instruments referred to in the Preliminary Report as conditions or exceptions to the title of the • Property, as requested by Developer; and (b) Developer shall have thirty (30) days following the receipt of the documents, instruments and other items required to be delivered to Developer pursuant to this Section 2.01, including, but not limited to the last modification or addition to the Preliminary Report, to review and comment on the exceptions and matters contained in or disclosed by the Preliminary Report. (c) If Developer raises any objections to the title of the Property in accordance with the procedures of this Section 2.01, then Agency shall have ten (10) days after the receipt of Developer's objections to give Developer notice that either: (i) Agency shall remove any objectionable exceptions from title prior to close of escrow, and Agency shall promptly provide evidence satisfactory to Developer and to the Title Company of Agency's ability to so remove such exceptions; or (ii) Agency elects not to cause such exceptions to be removed. If Agency gives Developer notice under clause (ii), then Developer shall have ten (10) days to either waive such objections, in which event this Agreement shall continue in full force and effect, or terminate this Agreement by notice delivered to Agency within ten (10) days, failing which Developer shall be deemed to have waived such objections. (d) Within fourteen (14) days after Developer has approved the Preliminary Report pursuant to this Section, or fourteen (14) days after Agency has given satisfactory evidence of its ability to remove objectionable exceptions, and in no event later than ten (10) days prior to close of escrow, escrow agent shall deliver or cause to be delivered to Developer a title commitment (the "Owner's Title Commitment ") for an ALTA Owner's extended coverage policy of title insurance (the "Owner's Title Policy'), issued by the Title Company in the amount of the Purchase Price and showing the status of the title of the Property and all exceptions, as such title and 10 DOCSOC\74604 1 v4\24258.0002