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Exhibit C <br /> E <br /> f <br /> i <br /> Mr, Scott Mayer <br /> County of Orange <br /> December 15,2015, Page 7 <br /> &. Conditions to Closing. I <br /> i <br /> (a) Coutlty's Conditions, It will be a condition precedent to the County's obligation to I <br /> effectuate the Closing that: <br /> (i) Board of S ervisars' A rovaL The County Board of Supervisors shall <br /> have approved Amendment No. 5, and any and all applicable statutes of limitation with respect to <br /> a challenge of the adoption of Amendment No. 5 shall have expired or, if the approval of <br /> Amendment No. S shall have been challenged, such challenge shall have failed to affect the <br /> Board's approval of Amendmert No. 5. <br /> i <br /> (ii) Scope and.Desi n of Bell Avenue. County shall have been afforded by the <br /> City an opportunity to make reasonable comments on the scope and design of Bell Avenue <br /> (including the County Required Improvements), and County shall have reasonably approved of <br /> such scope and design, <br /> i <br /> (iii) City- Lount Agreement, The City shall have executed in recordable form <br /> and deposited in escrow with instructions to Escrow Holder to record upon the Closing the City- <br /> County Agreement as described in Section a.3.2 of the Original Exchange Agreement imposing <br /> certain use restrictions in favor cfthe City on the SOCCCD Exchange Parcel, <br /> E <br /> (iv) Title lLisurggt e. First American Title Insurance Company shall have <br /> irrevocably committed to issue a title insurance policy in form reasonably acceptable to County <br /> insuring County's leasehold interest in the SOCCCD Exchange Parcel, County may also require <br /> a survey of the SOCCCD Exchange Parcel (at its cast) in order to obtain an extended coverage <br /> title insurance policy. , <br /> i <br /> (b) SOCCClYs Conditions. It will be a condition precedent.to SOCCCD's obligation <br /> to effectuate the Closing that. <br /> (i) BmLrd of Trustees'_AMrqval, The Board of Trustees of SOCCCD shall <br /> have approved Amendment No. 5. and any and all applicable statutes of limitation with respect to f <br /> a challenge of the adoption of Amendment No. 5 shall have expired or, if the approval of <br /> Amendment No. 5 shall have been challenged, such challenge shall have failed to affect the <br /> Board's approval of Amendment No. S. <br /> (ii) Withdrawal Letter. County shall have deposited into Escrow, fully <br /> executed,the Withdrawal Letter in the form of Exhibit L to the Exchange Agreement,withdrawing <br /> its application for a Public Benefit Conveyance of the County Exchange Parcel, together with <br /> instructions to Escrow Holder to cause the delivery of the Withdrawal Letter to the Department of <br /> Education upon the Closing. <br /> 2 C�_�� Page 7 of 11 <br /> �7 <br />