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(b) Disburse the funds deposited into escrow by the Parties in accordance with the closing statements executed by the Parties; (c) Deliver to the City (a) promptly following the Close of Escrow, one (1) original of the bill of sale, assignment and assumption agreement for each Property, (b) within one (1) business day following recordation a conformed copy of (i) the City Property grant deed and (ii) the SCE Property grant deed; and (c) when issued, the Title Policy for the SCE Property; and (d) Deliver to SCE (a) promptly following the Close of Escrow, one (1) original of the bill of sale, assignment and assumption agreement for each property, (b) within one (1) business day following recordation a conformed copy of (i) the City Property grant deed and (ii) the SCE Property grant deed; and (c) when issued, the Title Policy for the City Property. If escrow is not in a condition to close by the Close of Escrow, and failure to close is due to unforeseen conditions of title or interest of third parties in either Property that cannot be resolved in Escrow, then either Party may, at its option, request cancellation of Escrow and this Agreement and return of any funds it has deposited into escrow. Thereupon, all obligations and liabilities of the Parties under this Agreement shall cease and terminate. If no such request is made, Escrow shall be closed as soon as possible thereafter. Subject to satisfaction of the conditions to Closing set forth in this Agreement, the Close of Escrow shall occur on or before December 31, 2018. 4. Representations and Warranties 4.1 Representations and Warranties of City. City makes the following representations and warranties with respect to the City Property, each of which shall survive Close of Escrow: (a) The execution and delivery of this Agreement, performance hereunder, and the consummation of the transaction contemplated hereby will not constitute a violation of any order or decree or result in the breach of any contract or agreement to which the City is at present a party or by which the City is bound. (b) To City's actual knowledge, no litigation and no governmental, administrative or regulatory act or proceeding regarding the environmental, health and safety aspects of the City Property is pending, proposed or threatened. (c) City will not enter into any agreements or undertake any new obligations prior to Close of Escrow that will in any way burden, encumber or otherwise affect the City Property without the prior written consent of SCE. (d) City is aware of its obligation under California Health and Safety Code Section 25359.7 to disclose any knowledge which they may have regarding any release of Hazardous Substances (as defined by applicable federal, state and local statutes, rules and regulations) upon or under the City Property. City warrants and represents to Page 4 of 15