SANTA ANA UNIFIED SCHOOL DISTRICT (21)

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Company to Induce It to Issue the title policy to City, or to remove, insure over or affirmatively cover any otherwise unpermltted exception to title, except with the prior consent of Clty after full disclosure to City of the nature and substance of such exception and Indemnity. Seller will provide the Title Company with a customary and reasonable owner's affidavit permitting the Title Company to provide extended coverage to City on the Property. 4 CONDITIONS TO CLOSE 4.1 Conditions to City's Obligation to purchase Property. City's obligation to purchase the Property under this Agreement is subject to the fulfillment, and City's approval on or prior to the Closing Date, of each of the following conditions, each of which Is for the benefit of City and any or all of which may be waived by City In writing at Its option: 4.1.1 Delivery of Title. Delivery of title to the Property In the condition required herein, and the issuance by the Title Company of, or the irrevocable commitment by the Title Company to Issue, City's Policy. 4.1.2 Issuance of a Preliminary Title Report Acceptable to City. Within ten (10) days after the Opening of Escrow, Issuance of a current preliminary title report with respect to the Property, accompanied by legible copies of all documents referred to in the report. Within seven (7) days after City's receipt of the preliminary title report, City shall provide written notice to Seller of any objections that Clty has with respect to the exceptions to title listed in the preliminary title report, Seller shall have fifteen (15) days from the date of notice to cure any exceptions to which City objects, or agree to cause such exception removed or eliminated prior to or at the Closing, to the reasonable satisfaction of City, unless a longer period is mutually agreed to by the Parties, If City's objection to any exception to title cannot be removed or eliminated to the reasonable satisfaction of the City, the Deposit shall be returned to City, and the provisions of the section "Conditions to Benefit City with Respect to Purchase of Property" shall apply. City shall not be required to object to deeds of trust, mortgages, mechanics' liens, judgments or other monetary liens encumbering the Property ("Monetary Liens"), and Seller shall remove all Monetary Liens at or prior to the Cfose of Escrow. In the event of a failure by Seller to remove a Monetary Lien, the provisions of the section "Termination" shall apply. Notwithstanding the foregoing, neither (€) the Title Company's standard printed exceptions; (ii) matters affecting title created by or with the consent of City; nor (iii) [lens to secure taxes and assessments not yet due and payable shall give rise to any objection to title by City. 4.1.3 Environmental Compliance. If the Property is not acceptable to City because of the results of any environmental assessment, the provisions of the section "Conditions to Benefit City with Respect to Purchase of Property" shall apply. 4.1.4 Satisfaction of Seller's Obligations with Respect to Conveyance of Property. Seller shall have timely performed all of the obligations required by the terms of this Agreement to be performed by Seller and all conditions to Seller's obligations set forth in the section "Conditions to Seller's Obligation to Sell Property" shall have been satisfied orwalved. All representations and warranties made by Sellerto City In this Agreement shall be true and correct as of the Closing Date. Purchase and Sale Agreement - Santa Ana Unified School District -City of Santa Ana -Water Tower Site Page 3