StaffReport_Property Exchange 20260401 (2)

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Property Exchange Agreement - 4 (except for those obligations and liabilities which, pursuant to the terms of this Agreement, survive such termination), and this Agreement shall be null and void. Thereafter, all Parties shall be relieved of all further liability to each other hereunder, it being an essential objective of this Agreement to accomplish the three-way exchange of property described herein. Each Party hereby agrees to use good faith efforts to satisfy and complete its respective obligations as necessary to comply with the conditions precedent set forth in this Agreement. Section 3. Due Diligence/Due Diligence Period. A. Due Diligence. Each Party (including its agents, employees and consultants), as a Transferee, shall be provided the opportunity during the Due Diligence Period (as defined below) to enter upon the Exchange Property that it is acquiring pursuant to this Agreement for the purpose of examining the same and the condition thereof, and to conduct such surveys and to make such engineering and other inspections, tests, and studies, including without limitation a Phase I environmental assessment (and, if deemed appropriate, to conduct a Phase II environmental assessment) (collectively, “Tests”) as each such Party may determine to be reasonably necessary. Each Party agrees to give reasonable advance notice of such Tests to the other Party and in accordance with the entry policies and procedures of the Parties. Each Party shall have until the end of the Due Diligence Period in which to make such additional Tests as it deems appropriate, and to deliver written notice to the other Party terminating this Agreement if such Party is not, for any reason or no reason whatsoever, satisfied with any Exchange Property that it is acquiring pursuant to this Agreement. If any Party fails to deliver such notice to the other Party terminating this Agreement by the end of the Due Diligence Period, then such Party’s right to terminate under this Section 3 shall be deemed to have been waived. If any Party timely delivers notice terminating this Agreement, this Agreement shall terminate, and the Parties shall have no further rights or obligations hereunder except those that expressly survive termination. B. Due Diligence Period. As used in this Agreement, the term “Due Diligence Period” shall mean the period beginning on the Effective Date and ending on a date one hundred eighty (180) days after the Effective Date. The Parties shall review and approve, in their sole absolute discretion, the following due diligence items as described in this Section 3. C. Property Surveys. During the Due Diligence Period, each of the Parties shall have the right and opportunity to obtain a survey for the property being conveyed to such Party (collectively, the “Property Surveys”), which Property Surveys shall (1) be certified to the Transferee and any title insurance company providing an owner’s policy of title insurance to Transferee; (2) reflect the actual dimensions of the Exchange Property described therein; (3) be conducted in accordance with the Minimum Detail Requirements and Standards for Land Title Surveys of the American Title Association and American Congress on Surveying and Mapping, including any additional “Table A” selections required by any Transferee, and (4) include the surveyor’s registered number and seal, the date of the survey, and the narrative certificate.