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7.A. - Page 112 of 176 <br />4. From HCP, MetLife, or SCOA an accreditation by the Federal Emergency Management <br />Agency ("FEMA") of the "New Levee" resulting from the Levee Improvements, as <br />specified in Section 2.1 of the Agreement ("FEMA Accreditation"). <br />5. Notice in writing from each Party that the applicable conditions of the Agreement have <br />been satisfied or waived as specified in Section 2.1 of the Agreement (individually <br />"Closing Notice" and collectively "Closing Notices"). <br />6. From City: <br />a) City's Certificates of Acceptance of the HCP Deed and the MetLife Deed, <br />substantially in the form attached as Attachment 4 to the Agreement (individually <br />"Certificate of Acceptance"), duly and properly executed by the City Manager on <br />behalf of City, and properly acknowledged. <br />b) The City's Closing Certificate dated as of the "Closing Date" as that term is defined <br />in Section 2.1 of the Agreement, substantially in the form attached as Attachment 5 to <br />the Agreement ("Closing Certificate"), duly and properly executed by an authorized <br />representative of City. <br />c) Four duplicate originals of the General Assignment by and among City, HCP and <br />MetLife, substantially in the form attached as Attachment 7 to the Agreement <br />("Assignment"), each duly and properly executed in counterpart by the City Manager <br />on behalf of City, as Assignee, approved as to form by the City Attorney and attested <br />by the City Clerk. <br />d) The Initial Acquisition Price Payment pursuant to Section 1.3 of the Agreement, in an <br />amount to be determined in accordance with Section 4(1) of the Master Agreement. <br />e) The City's approval of the Legal Description, duly and properly "ACCEPTED AND <br />APPROVED" by the City Manager or his or her designee on behalf of City. <br />f) Additional Escrow documents that First American Title Company may reasonably <br />require from City to satisfy its conditions for closing the Escrow. <br />7. From HCP: <br />a) HCP's Grant Deed substantially in the form attached as Attachment 3-1 to the <br />Agreement ("HCP Deed"), duly and properly executed by an authorized <br />representative of HCP and properly acknowledged, transferring to City the Levee <br />Assets as described in the legal description that will be prepared and attached to the <br />HCP Deed following completion of the Levee Assets ("Legal Description"). <br />b) HCP's Closing Certificate dated as of the Closing Date, duly and properly executed <br />by an authorized representative of HCP. <br />c) HCP's Certificate of Non -Foreign Status, substantially in the form attached as <br />Attachment 6 to the Agreement ("Certificate of Non -Foreign Status"), duly and <br />properly executed by an authorized representative of HCP. <br />d) Four duplicate originals of the Assignment, each duly and properly executed in <br />counterpart by an authorized representative of HCP, as Assignor. <br />e) HCP's evidence to the satisfaction of First American Title Company that no <br />California withholding of tax is required with respect to the sale in the Escrow of the <br />Levee Assets to the City ("Evidence of Non -Withholding"). <br />f) Additional Escrow documents that First American Title Company may reasonably <br />require from HCP to satisfy its conditions for closing the Escrow. <br />8. From MetLife: <br />Attachment 2 to Exhibit C <br />OAK #4846-4218-3288 v15 <br />05674-0058 <br />Page 2 <br />294 <br />