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enable it to perform its funding obligation for the Interchange <br />Improvements at such time as Irvine is prepared to provide funds <br />for the completion of its funding obligations for the Interchange <br />Improvements, or (2) Caltrans has not taken any and all actions <br />required by it to permit the construction of the Interchange <br />Improvements at such time as Irvine is, prepared to provide funds <br />for the completion of its funding obligations for-the Interchange <br />Improvements, the City Managers of Irvine and Santa Ana shall defer <br />the construction of the Interchange Improvements to a mutually <br />agreeable date; provided, however, that in the event the parties <br />cannot mutually agree upon a deferred date, Irvine shall pay to <br />Santa Ana the amount of its funding obligation for the Interchange <br />Improvements, and Irvine shall thereupon be relieved of any further <br />responsibility for the completion of the Interchange Improvements <br />pursuant to Section 1 of this Agreement, and the completion of the <br />Interchange Improvements shall no longer be condition precedent to <br />the issuance of building permits for development in excess of <br />51,000,000 square feet in'the IBC. <br />b. Amount of payments. The amount of the payment <br />due to Santa Ana from Irvine pursuant to this Section shall be the <br />estimated Total Cost of the Interchange improvements, to the extent <br />of the work that remains to be done, at the time payment is made. <br />C. Use of funds by sane Ana,. Any funds received <br />by Santa Ana from Irvine pursuant to this Section for the <br />Interchange Improvements shall be used for the completion of the <br />Interchange Improvements. <br />F=131%"$1704M2022912.1 111292 8 <br />25B-22