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<br /> <br />Property Exchange Agreement - 5 <br /> <br /> D. Title Review. The Parties agree that this Section 3(D) only applies to the CWU <br />Property. On or before the last day of the Due Diligence Period, the City shall provide CWU <br />with a written statement of any exceptions to title that it requests be cleared at or prior to <br />Closing. Upon receiving such statement, CWU shall have ten (10) business days to clear any <br />exceptions not approved by the City. At the conclusion of said period, if clearance of all <br />objectionable exceptions has not been arranged to the City’s satisfaction in its sole discretion, the <br />City may then either: <br /> <br />a. Terminate this Agreement by providing written notice to the other Parties <br />no later than five (5) days prior to Closing; thereafter no Party shall have <br />any further rights or liabilities hereunder; or <br /> <br />b. Reach an agreement with CWU, no later than five (5) days prior to <br />Closing, to have the exceptions cleared or waive its objections to these <br />exceptions; in such event, the Parties shall close the transaction as <br />contemplated by this Agreement, subject to such exceptions that have not <br />been eliminated (“Permitted Encumbrances”). Failure to provide a timely <br />notice of termination under “a.” above shall constitute a waiver of <br />objections not resolved by written agreement. <br /> <br /> E. Owner’s Policy. The Parties agree that this Section 3(E) only applies to the <br />CWU Property. On or before the last day of the Due Diligence Period, unless waived in writing <br />by the City, the City shall obtain from First American Title Company of Ellensburg, <br />Washington, or any substitute title company selected by the City in its sole discretion (“Title <br />Company”), effective as of the date and time the Quit Claim Deed is recorded, a suitable ALTA <br />Form extended coverage owner’s title insurance policy for the CWU Property (“Owner’s <br />Policy”), or equivalent form reasonably acceptable to the City dated as of the date and time the <br />Quit Claim Deed is recorded, indicating title to be vested of record in the City and containing <br />such endorsements as the Title Company has agreed to provide. <br /> <br /> F. Condition of Exchange Properties. Each of the Parties, as a Transferor <br />hereunder, confirms that during the Due Diligence Period it will provide the opportunity for the <br />Transferee to inspect the Exchange Properties that Transferee is acquiring pursuant to this <br />Agreement in accordance with this Section 3(F) for the purpose of conducting such inspections, <br />analyses, and other Tests as Transferee has deemed advisable in its sole absolute discretion <br />including but not limited to all Property Conditions (as hereinafter defined). EACH PARTY <br />ACQUIRING AN EXCHANGE PROPERTY AS A TRANSFEREE HEREUNDER IS <br />ACCEPTING SAID EXCHANGE PROPERTY ON AN “AS-IS WITH ALL FAULTS” BASIS <br />WITH ANY AND ALL PATENT AND LATENT DEFECTS, INCLUDING THOSE <br />RELATING TO THE ENVIRONMENTAL CONDITION OF THE EXCHANGE PROPERTY, <br />AND IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR <br />IMPLIED, OF ANY KIND WHATSOEVER, EXCEPT AS MAY BE EXPRESSLY STATED <br />HEREIN, FROM ANY TRANSFEROR OR OTHER PARTY AS TO ANY MATTERS <br />CONCERNING SAID EXCHANGE PROPERTY, including but not limited to: physical