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Exhibit C <br />Mr. Scott Mayer <br />County of Orange <br />December 15, 2015, Page 7 <br />b. Conditions to Closing, <br />(a) Co_ unty :j Conditions. It will be a condition precedent to the County's obligation to <br />effectuate the Closing that: <br />(i) Board of Supervisors' Approval. 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. 5 shall have been challenged, such challenge shall have failed to affect the <br />Board's approval of Amendment No. 5. <br />(ii) Scope and Design 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 />(iii) City-County Agreement. The City shall have executed in recordable farm <br />and deposited in escrow with instructions to Escrow Holder to record upon the Closing the City - <br />County Agreement as described in Section 3.3.2 of the Original Exchange Agreement imposing <br />certain rise restrictions in favor of the City on the SOCCCD Exchange Parcel. <br />(iv) Title Insurance. 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 cost) in order to obtain an extended coverage <br />title insurance policy. <br />(b) SOCCCWs Conditions. It will be a condition precedent to SOCCCD's obligation <br />to effectuate the Closing that: <br />(i) Board of Trustees' Approval. The Board of Trustees of SOCCCD 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, 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 />25C -32 Page 7 of 11 <br />