AgdaPkt 2020-10-26 Joint SA PFA - Laserfiche WebLink

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7.A. - Page 113 of 176 a) MetLife's Grant Deed substantially in the form attached as Attachment 3-2 to the Agreement ("MetLife Deed"), duly and properly executed by an authorized representative of MetLife, and properly acknowledged transferring to City the Levee Assets as described in the Legal Description that will be prepared and attached to the MetLife Deed following completion of the Levee Assets. b) MetLife's Closing Certificate dated as of the Closing Date, duly and properly executed by an authorized representative of MetLife. c) MetLife's Certificate of Non -Foreign Status, duly and properly executed by an authorized representative of MetLife. d) Four duplicate originals of the Assignment, each duly and properly executed in counterpart by an authorized representative of MetLife, as Assignor. e) MetLife's Evidence of Non -Withholding. f) Additional Escrow documents that First American Title Company may reasonably require from MetLife to satisfy its conditions for closing the Escrow. 9. From SCOA: a. SCOA's Closing Certificate dated as of the Closing Date, duly and properly executed by an authorized representative of SCOA, and additional Escrow documents that First American Title Company may reasonably require from SCOA to satisfy its conditions for closing the Escrow. You are requested and instructed to notify the Parties when each of the above-described documents and funds are deposited in the Escrow. The notification shall be by email to the Parties' contacts specified below. You are requested and instructed to close the Escrow within ten (10) days after all the above- described documents and funds are deposited in the Escrow, and all applicable conditions of the Agreement have been satisfied or waived as specified in Section 2.1 of the Agreement and confirmed by the Parties' Closing Notices, or on such other date as the Parties may mutually agree in writing, but in no case later than , 202_. At the close of the Escrow, you are requested and instructed to: 1. Insert the Closing Date in any undated closing documents. 2. Attach the original Certificate of Acceptance for the HCP Deed to the original HCP Deed, and attach the original Certificate of Acceptance for the MetLife Deed to the original MetLife Deed. 3. Record the HCP Deed with the Certificate of Acceptance for the HCP Deed, and the MetLife Deed with the Certificate of Acceptance for the MetLife Deed, in the Official Records of San Mateo County, California, and deliver to the Parties conformed copies of the HCP Deed and the MetLife Deed, with the respective Certificates of Acceptance. 4. Disburse the Initial Acquisition Price Payment to HCP and MetLife as follows: a) HCP shall be paid an amount equal to Fifty -Four Percent (54%) of the total Initial Acquisition Price Payment. b) MetLife shall be paid an amount equal to Forty -Six Percent (46%) of the total Initial Acquisition Price Payment.. 5. Assemble four originals of the Assignment, each fully executed in counterpart. Attachment 2 to Exhibit C Page 3 OAK #4846-4218-3288 v15 05674-0058 295