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Exhibit C <br /> W Scott Mayer <br /> County of Orange <br /> December 15, 2015, Page 8 <br /> (iii) Effectiyeness Notice. The City shall have deposited the Effectiveness <br /> Notice as described in the Exchange Agreement, fully executed, into the Escrow, together with <br /> instructions to the Escrow Holder to cause the delivery <br /> of the Effectiveness Notice as described in <br /> Section 621 of the Original Exchange Agreement to the Government upon the Closing. <br /> (iv) Environmental Insurance. SOCCCD shall have received assurance <br /> reasonably acceptable to SOCCCD that it can amend its existing Environmental Pollution Legal <br /> Liability Policy for the ATEP Site to delete the SOCCCD Exchange Parcel and add the County <br /> Exchange Parcel. <br /> (c) Mutual Conditions. It will be a condition precedent to the obligations of each Party <br /> to effectuate the Closing, that-, <br /> (i) Specific Plan Amendment. (The Specific Plan Amendment contemplated <br /> in the Exchange Agreement has been adopted by the City;however,the Specific Plan Amendment, <br /> by its terms, becomes effective only upon the closo of the Exchange Agreement,) The City shall <br /> have acknowledged that the Closing of Amendment No. 5 is the functional equivalent of the close <br /> of the Exchange and shall take such action as may be necessary to assure that the Specific Plan <br /> Amendment is effective, <br /> (ii) Develoo meat,Ag <br /> reement. (The Development Agreement contemplated in <br /> the Exchange Agreement has been adopted by the City; however, the Covered Property as <br /> described in the Development Agreement will exclude the SOCCCD Exchange Parcel and include <br /> the Covered Property only upon the close of the Exchange.) The City shall have acknowledged <br /> that the Closing of Amendment No, 5 is the functional equivalent of the close of the Exchange and <br /> shall take such action as may be necessary to assure that the Covered Property includes the County <br /> Exchange Parcel and excludes the SOCCCD Exchange Parcel, <br /> (iii) Consents. All consents from any governmental authority necessary to <br /> effectuate the Closing shall haTe been obtained. <br /> 7. No Obligation to Enter into Amendment No. 5. Thj; letter of intent is not binding <br /> on SOCCCD or County,and does not give rise to any rights or obligations on either Party. Neither <br /> Party will be bound until Amendment No, 5 has been executed and delivered by both SOCCCD <br /> and County, <br /> Page 8 of 11 <br /> 25C-33 <br />