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4.3 Definition of Closing. For purposes of this Agreement, the term "Closing" shall mean the time when the Title Company shall have recorded the Deed (as defined below), as set forth in Section 7.4 below. 5. City's Approval of Condition of Title/Due Diligence. 5.1 City's Review of Condition of Title. Prior to the Effective Date, the City has received and reviewed that certain (i) Preliminary Title Report Order No. FBSC2600762 Amendment 1, dated January 26, 2026, covering the Property, issued by Chicago Title Company, a copy of which is attached hereto as Exhibit D ("Preliminary Title Report"). City hereby aelcnowledges that City has approved those exceptions listed on the Preliminary Title Report. Those exceptions which City has approved on the Preliminary Title Reports are hereinafter referred to as the "Permitted Exceptions." The 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. 5.2 Title Insurance Policy. 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 "Title Policy") as to all or part of the Property, containing the terms and provisions set forth in this Section 5.2. The Title Policy shall be CLTA Owner's Policies (1987 Policy Form) in an amount determined by the City, showing fee simple title to the Property vested in City, subject only to non-delinquent taxes and assessments, the Permitted Exceptions, and such other matters as to which City may consent in writing. The premium for the Title Policy and any costs in connection with the search and examination of title and/or for the issuance of the Preliminary Title Report shall be paid by the City. The Title Policy shall be issued without reliance on any indemnity of the County or any third party to induce Title Company to issue the Title Policy, without the prior written consent of City. If City so elects and the Title Company agrees, the 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 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 shall be issued at City's sole cost and expense. 5.3 City Due Diligence. City shall have the right to perform Due Diligence to investigate the suitability of the County Property for its intended uses. The Due Diligence Period shall begin on the date of this Agreement and shall extend no longer than sixty (60) days, except as provided in Section 7.1.2 below. ("Due Diligence Period") City shall indemnify and hold harmless the 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 Property during the Due Diligence Period, which indemnification shall survive the termination of this Agreement. City shall have -1-11he absolute right during the Due Diligence Period'ao terminate the proposeii arrinsfer for.a.iy, reason whatsoever without constituting a default under this Agreement. 3 Project Name:Coeinty of Orange/Santa Ana Plaza ofthe Fountains Property Transfer