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7.A. - Page 111 of 176 <br />ATTACHMENT 2 <br />ESCROW INSTRUCTIONS <br />[Letterhead of one of the parties' legal counsel tbi] <br />(date) <br />Marc Bonfigli <br />Vice President, Commercial Sales <br />First American Title Company <br />101 Mission Street, Suite 1600 <br />San Francisco, CA 94105 <br />Re: Joint Escrow Instructions <br />Seaport Centre Levee Improvements <br />First American Title Company Order Number (escrow number) <br />Dear Mr. Bonfigli: <br />This letter constitutes supplemental joint instructions ("Joint Escrow Instructions") of the parties <br />to the above -referenced escrow ("Escrow") for the transfer to the City of Redwood City, a <br />California municipal corporation ("City") of certain levee improvements and related easements <br />for access, repair, maintenance, and use (collectively "Levee Assets") at Seaport Centre in <br />Redwood City, CA, in accordance with the Purchase and Sale Agreement, dated <br />, 2020 ("Agreement"), by and among the City as buyer, HCP LS Redwood <br />City, LLC, a Delaware limited liability company ("HCP") and Metropolitan Life Insurance <br />Company, a New York corporation ("MetLife") as sellers, and Seaport Centre Owners' <br />Association, a California corporation ("SCOA"). City, HCP, MetLife, and SCOA individually <br />may be referred to as "Party" and collectively may be referred to as "Parties" in these Joint <br />Escrow Instructions. The Levee Assets to be conveyed by HCP and MetLife are located in San <br />Mateo County and described in First American Title Company's ("Title Company") preliminary <br />report no. dated , 202_ ("Preliminary Report"). Capitalized <br />terms not otherwise defined in these Joint Escrow Instructions shall have the meanings set forth <br />in the Agreement. The Escrow will implement the terms of the Agreement. <br />You have received or will receive the following documents and funds to be deposited into the <br />Escrow: <br />1. The Agreement executed by City, HCP, MetLife, and SCOA. <br />2. These Joint Escrow Instructions, duly and properly executed by an authorized <br />representative of each Party. <br />3. Each Party's acknowledgement in writing that the Preliminary Report is "ACCEPTED <br />AND APPROVED", which constitutes, among other matters, each Party's acceptance of <br />the Permitted Exceptions in the Preliminary Report as specified in Section 3.1 of the <br />Agreement. <br />Attachment 2 to Exhibit C <br />OAK #4846-4218-3288 v15 <br />05674-0058 <br />Page 1 <br />293 <br />