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7.A. - Page 92 of 176 ARTICLE II COMPLETION OF SALE Section 2.1 Place and Date. The purchase and sale of the Levee Assets shall be completed in accordance with Article IX hereof ("Closing"). Subject to extension in the event of casualty restoration related delays as set forth in Article XI below, the Closing shall occur within ten (10) days of the satisfaction or waiver of all applicable conditions precedent to Closing under Article VIII ("Closing Date"), or on such other date as Seller and City may mutually agree in writing, but in no case later than sixty (60) days after the last to occur of. (i) Final Completion of the Levee Improvements or (ii) FEMA's accreditation of the New Levee ("Outside Date"). As used herein, "Final Completion" shall be deemed to have occurred when SCOA completes construction of the Levee Improvements, including all punch -list items, according to the Final Construction Documents to the City's reasonable satisfaction, all of which are established by the City Engineer Approval. Prior to the Closing Date, Seller and City each shall give such supplemental written escrow instructions, if any, consistent with this Agreement, required by First American Title Insurance Company, 101 Mission St, Suite 1600, San Francisco, CA 94105, Attn: Marc Bonfigh ("Escrow Holder") for the Closing in accordance with this Agreement. ARTICLE III TITLE TO THE LEVEE ASSETS Section 3.1 Levee Assets._ The Levee Assets shall be conveyed to City by HCP and Met Life by grant deeds, substantially in the forms attached hereto as Attachments 3-1 and 3-2 ("Grant Deeds"), subject only to the following (collectively, the "Permitted Exceptions"): (a) liens to secure payment of current, unpaid real estate taxes and assessments; (b) such title matters (other than liens to secure payment of real estate taxes and assessments, including supplemental taxes) affecting the Levee Assets created by or with the written consent of City; (c) the following matters shown as exceptions in the preliminary report of title dated , 202_, Order No. [ ] (the "Preliminary Report") prepared by First American Title Insurance Company ("Title Company") for City that City hereby approves: Exceptions , and [Insert before execution] ; (d) all non -monetary liens and encumbrances affecting the Seaport Centre Levee presently owned by City, whether or not of record, and which existed prior to the recordation of that certain Deed of Easements recorded January 10, 1986 as Instrument No. 1986-003619 ("Pre -1986 Seaport Centre Levee Exceptions"), including those Pre -1986 Seaport Centre Levee Exceptions which also encumber any other portions of the New Levee; and Exhibit C 4 OAK #4846-4218-3288 v15 05674-0058 274