SANTA ANA UNIFIED SCHOOL DISTRICT (21)

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4.6 Damage or Condemnation Prior to Closing, Seller shall promptly notify City of any knowledge It obtains of casualty to the Property or any condemnation proceeding commenced prior to the Close of Escrow. If any such damage or proceeding relates to, or may result in, the loss of any material portion of the Property, City may, at its option, elect eitherto: 4.6.1 Terminate this Agreement, and neither City nor seller shall have any further rights or obligations hereunder; or 4.6.2 Continue Agreement in effect, in which event upon the purchase of the Property affected by condemnation, City shall be entitled to any compensation, awards, or other payments or relief resulting from such casualty or condemnation proceeding. 4.7 Conditions to Benefit City with Respect to Purchase of Property. The conditions contained in the section "Conditions to Close" are intended solely for the benefit of City with respect to the Property. If Seller is unable to deliver title to the Property as required herein, or the conditions described in the section "Conditions to Seller's Obligation to Sell Property" are not satisfied or if City does not give Its approval as provided in that section, City shall have the right, at Its sole election, either to proceed with the purchase and the Close of Escrow in accordance with the terms hereof, or, in the alternative, to terminate this Agreement. In the event City elects to terminate this Agreement for the reasons provided herein, City shall bear its own costs, and neither Party shall have any further rights or obligations under this Agreement. 4.8 Conditions to Seller's Obligation to Sell Property. Seller's obligation to sell the Property under this Agreement Is subject to the fulfillment, and Seller's approval on or prior to the Closing Date, of each of the following conditions, each of which is forth benefit of Seller and any Ora I of which may be waived by Seller in writing at Its option: (1) Seller Is able to deliver possession to the Property to City on the Closing Date; (11) there shall be no breach of City's representations and warranties set forth herein; (III) and City shall have delivered to Escrow Holder each of the following: 4.8.1 Cash or other Immediately available funds In the amount of the Purchase Price (including the Deposit) and sufficient to pay all of City's other costs associated with the Close of Escrow as provided herein; 4.8.2 One (1) Preliminary Change of ownership Report (the "PCOR"), for the Property; 4.8.3 A closing statement prepared by Escrow Holder and approved In writing by City; and 4.8A Any other documents, instruments or records which are reasonably required by Escrow Holder to close the escrow and consummate the purchase of the Property in accordance with the terms hereof. 5 ESTABLISHMENT OF ESCROW 5.1 Time to Open Escrow. Seller has opened an escrow to consummate the purchase of the Property pursuant to this Agreement. 5.2 Escrow Holder. After the Opening of Escrow, City and Seller agree to execute, deliver, and be bound by any reasonable or customary supplemental escrow instructions of Escrow Holder, or Purchase and Sale Agreement -Santo Ana Unified School District -City of Santa Ana -Water Tower Site Page 6