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simple title to the City Property vested in County, subject only to non -delinquent taxes and assessments, the City Permitted Exceptions, and such other matters as to which County may consent in writing. The premium for the City Title Policy and any costs in connection with the search and examination of title and/or for the issuance of the City Preliminary Title Report shall be paid by County. The City Title Policy shall be issued without reliance on any indemnity of City or any third party to induce Title Company to issue the City Title Policy, and the prior written consent of County shall not be required. If County so elects and the Title Company agrees, the City Title Policy may include such endorsements as County may reasonably request; provided however that all such endorsements shall be issued at County's sole cost and expense. In addition, if County so elects and the Title Company agrees to issue an ALTA Extended Coverage Owner's Policy (2006 Form), the "City Title Policy" as defined above shall be an ALTA rather than a CLTA policy, with all other elements remaining the same; provided however that such extended ALTA coverage and any costs in connection with such extended ALTA coverage shall be issued at Couniy's sole cost and expense. 3.3 County Due Di Pttence. County shall have the right to perform due, diligence, at County's sole expense, to investigate the suitability of the City Property for its intended uses, which may include, but is not limited to, environmental testing, review for conformity with State law and local codes, and review with State and local officials regarding use of the City Property ("Due Diligence"). The Due Diligence period shall be for a period of time mutually agreed upon by the Parties, whose agreement shall not be unreasonably withheld, but shall in no event be longer than sixty (60) days, except as provided in Section 6.1.2 below ("Due Diligence Period"). County may enter upon the City Property for purposes of Due Diligence. County shall indemnify and hold harmless City from and against any and all claims, liabilities, losses, damages, costs and expenses (including, but not limited to, reasonable attorneys' fees, court costs and litigation expenses) caused by or arising out of the County's actions on the City Property during the Due Diligence Period. County shall have the absoluie right during the Due Diligence Period to terminate the proposed Exchange for any reason whatsoever without constituting a default under this Agreement. 4. C' 's A rove/ of Condition of Title/Due,Dile. 4.1 Ci, tv's Review of Condition of Title. Prior to the Effective Date, the City has received and reviewed that certain First Amended Preliminary Title Report order No, 00 1 75931-994-LT2-1 TW dated April 14, 2022 (the "Preliminary Title Report"), covering the City Property and County Property issued by Chicago Title Company, a copy of which is attached hereto as Exhibit C. City hereby acknowledges that City has approved those exceptions listed Schedule B of the Preliminary Title Report affecting the County Property identified as Parcel B and C therein. Those exceptions which City has approved on the Preliminary Title Reports are hereinafter referred to as the "County Permitted Exceptions." The County Permitted Exceptions shall exclude any delinquent taxes or any taxes due and payable prior to the Closing and any other monetary liens or encumbrances on the County Property. 4.2 County Title Insurance P to icy. At the option of the City, and upon the City's specific request, at the Closing and as a condition thereto, the Title Company shall issue to City policies of title insurance (collectively, the "County Title Policy") as to all or part of the County Property, containing the terms and provisions set forth in this Section 4.2. The County Title Policy shall be CLTA Owner's Policies (1987 Policy Form) in an amount determined by the City, showing fee simple title to the County Property vested in City, subject only to non -delinquent Project Name: Santa An Propeny Ex 6®ge