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may consent in writing. The premium for the County Title Policy and any costs in connection <br />with the search and examination of title and/or for the issuance of the County Preliminary Title <br />Report shall be paid by the City. The County Title Policy shall be issued without reliance on any <br />indemnity of County or any third party to induce Title Company to issue the County Title Policy, <br />and prior written consent of City shall not be required. If City so elects and the Title Company <br />agrees, the County Title Policy may include such endorsements, respectively and as applicable, as <br />City may reasonably request; provided however that all such endorsements shall be issued at City's <br />sole cost and expense. In addition, if City so elects and the Title Company agrees to issue one or <br />more ALTA Extended Coverage Owner's Policies (2006 Form), the County Title Policy as defined <br />above shall be an ALTA rather than CLTA policy, respectively and as applicable, with all other <br />elements remaining the same; provided however that such extended ALTA coverage and any costs <br />in connection with such extended ALTA coverage shall be issued at City's sole cost and expense. <br />4.3 City Due Diligence. City shall have the right to perform Due Diligence, at <br />City's sole expense, to investigate the suitability of the County Property for its intended uses. The <br />Due Diligence Period shall be for a period of time mutually agreed upon by the Parties, whose <br />agreement shall not be unreasonably withheld, but shall in no event be longer than sixty (60) days, <br />except as provided in Section 6.1.2 below. City may enter upon the County Property for purposes <br />of Due Diligence. City shall indemnify and hold harmless County from and against any and all <br />claims, liabilities, losses, damages, costs and expenses (including, but not limited to, reasonable <br />attorneys' fees, court costs and litigation expenses) caused by or arising out of the City's actions <br />on the County Property during the Due Diligence Period. City shall have the absolute right during <br />the Due Diligence Period to terminate the proposed Exchange for any reason whatsoever without <br />constituting a default under this Agreement. <br />5. Conditions Precedent to Closing. <br />5.1 County's Conditions. Each of the following shall constitute a condition <br />precedent to the obligations of County to effectuate the Closing and may be waived only by a <br />written waiver executed by County and delivered to City: <br />5.1.1 Documents. The applicable documents described in Section 6.3.2 <br />below shall have been delivered to County by City. <br />5.1.2 Title Policy. If requested by County, the Title Company shall be <br />irrevocably committed to issue the City Title Policy upon the Closing. <br />5.1.3 Acceptance of Property. The County shall be satisfied, after <br />reviewing Title and otherwise conducting Due Diligence as provided in Section 3.3, that the City <br />Property is suitable for its intended uses and acceptable to County. Should County fail to terminate <br />the Exchange within the Due Diligence Period as provided in Section 3.3, the City Property shall <br />be deemed suitable and acceptable to County. <br />5.1.4 No Material Change. As of the Closing, there shall be no material <br />change in the City Property that would materially impair County's use or development of the City <br />Property. <br />4 <br />Project Name: Santa Ana Property Exchange <br />