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exceptions will appear upon close of escrow, including encumbrances, liens, adverse claims, easements, restrictions, rights -of -way, covenants, reservations and all other conditions, if any, affecting the Property which would appear in the Owner's Title Policy (and which shall, without limitation, include in this regard the Grant Deed, the Developer Deed of Trust and the License Agreement), and committing the Title Company to issue such an Owner's Title Policy to Developer upon satisfaction of expressed conditions. Developer shall have ten (10) days from receipt of the • Title Commitment in which to approve such conditions. (e) On or before the submittal of the Owner's Title Policy by the Title Company to the Developer, the Title Company shall deliver to Agency a commitment to issue CLTA lender's policies of title insurance (the "Lender's Title Policies "), to be issued by the Title Company as follows: (I) a lender's title policy based upon the Deferred Amount and insuring Agency's interest as beneficiary under the Developer Deferred (Second) Deed of Trust, subject only to: (i) encumbrances of record as of the Date of Agreement, (ii) a deed of trust securing repayment of a Conforming Senior Loan, and (iii) such additional matters as the Executive Director may, at his discretion, deem acceptable; and (2) a lender's title policy based upon the Maximum (Construction) Agency Loan Amount and insuring Agency's interest as beneficiary under the Developer Construction (Third) Deed of Trust, subject only to: (i) encumbrances of record as of the Date of Agreement, (ii) a deed of trust securing repayment of a Conforming Senior Loan, (iii) the Developer Deferred (Second) Deed of Trust, and (iv) such additional matters as the Executive Director may, at his discretion, deem acceptable. ARTICLE THREE: DISPOSITION OF PROPERTY; AGENCY LOAN 3.01 Sale and Purchase. Subject to the prior satisfaction of all of the Conditions Precedent prior to the Outside Date, the Agency shall sell to Developer, and the Developer shall purchase from the Agency, the Property for the Purchase Price pursuant to the terms, covenants, and conditions of this Agreement. The Cash Amount shall be paid in cash prior to closing in escrow for delivery to the Agency concurrent with the Agency Conveyance. The Agency shall confirm to the Escrow Agent that the sum of Twenty Five Thousand Dollars ($25,000)(the "Letter of Intent Amount") has been previously paid by or on behalf of the Developer, and such amount shall be credited as if paid by the Developer at closing as part of the Cash Amount. Payment of the Conforming Restaurant Amount shall be accomplished by: (i) payment of the Conforming Restaurant Amount in cash prior to closing in escrow for delivery to the Agency concurrent with the Agency Conveyance, or (ii) delivery of the Restaurant Security prior to closing in escrow for delivery to the Agency concurrent with the Agency Conveyance. Notwithstanding the foregoing provision of this Section 3.01 that the Developer provide the Restaurant Security prior to the Agency Conveyance, in the event the Developer has entered into a lease with a third party for operation of a Conforming Restaurant Facility and such lease is on commercially reasonable terms (including without limitation the term thereof) deemed acceptable to the Agency Director, the Agency Director will meet and consult with the Developer concerning whether the Developer may provide, or cause the lessee (or a parent company) to provide the Restaurant Security or such substitute therefor as may deemed to be satisfactory by the Agency Director in his sole discretion. The Agency further agrees that, upon receipt of a request therefor by the Developer, the Agency Director will in good faith the submittal by Developer of an irrevocable letter of credit as the form of the Restaurant Security, provided that such letter of credit: (i) is an irrevocable letter of credit, (ii) has an expiry date of not earlier than the Restaurant Opening Deadline (or is subject to renewal, with provision that it shall be drawn against by Agency if a II DOCS OC1746041 v4\2425 &.0002