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taxes and assessments, the County Permitted Exceptions, and such other matters as to which City may consent in writing. The premium for the Comity Title Policy and any costs in connection with the search and examination of title and/or for the issuance of the County Preliminary Title Report shall be paid by the City. The County Title Policy shall be issued without reliance on any indemnity of County or any third party to induce Title Company to issue the County Title Policy, and prior written consent of City shall not be required. If City so elects and the Title Company agrees, the County Title Policy may include such endorsements, respectively and as applicable, as City may reasonably request; provided however that all such endorsements shall be issued at City's sole cost and expense. In addition, if City so elects and the Title Company agrees to issue one or more ALTA Extended Coverage Owner's Policies (2006 Form), the County Title Policy as defined above shall be an ALTA rather than CLTA policy, respectively and as applicable, 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 City's sole cost and expense. 4.3 City Due Dili ence City shall have the right to perform Due Diligence, at City's sole expense, to investigate the suitability of the Comity Property for its intended uses. 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. City may enter upon the County Property for purposes of Due Diligence, City shall indemnify and hold harmless County 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 City's actions on the County Property during the Due Diligence Period. City shall have the absolute right during the Due Diligence Period to terminate the proposed Exchange for any reason whatsoever without constituting a default under this Agreement. 5. Conditions Precedent to Closin,. 5.1 CouMCs Conditions. Each of the following shall constitute a condition Precedent to the obligations of County to effectuate the Closing and may be waived only by a written waiver executed by County and delivered to City: 5.1.1 Documents. The applicable documents described in Section 6.3.2 below shall have been delivered to County by City. 5.1.2 Tie o c : If requested by County, the Title Company shall be irrevocably committed to issue the City Title Policy upon the Closing. 5.1.3 Acceptance of Pro er , The County shall be satisfied, after reviewing Title and otherwise conducting Due Diligence as provided in Section 3.3, that the City Property is suitable for its intended uses and acceptable to County. Should County fail to terminate the Exchange within the Due Diligence Period as provided in Section 3.3, the City Property shall be deemed suitable and acceptable to County. 5.1.4 No Material Chance As of the Closing, there shall be no material change in the City Properly that would materially impair County's use or development of the City Property. PmjeetName: Santa Ana Pmperty Exci mp