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Section 5.2 City. The representations and warranties of City in this Section 5.2 are a material inducement for Seller to enter into this Agreement. Such representations and warranties shall survive the Closing for the Survival Period. City represents and warrants to Seller as of the date of this Agreement as follows: (a) City is a municipal corporation organized and validly existing under the laws of the State of California. City has full power and authority to enter into this Agreement and to perform this Agreement. The execution, delivery and performance of this Agreement by City have been duly and validly authorized by all necessary action on the part of City and all required consents and approvals have been duly obtained. (b) City has not dealt with any real estate broker or finder, or incurred any liability for any commission or fee to any real estate broker or finder, in connection with this Agreement. (c) City has not previously sold, transferred or conveyed any right or interest in the Seaport Centre Levee, or granted to any other person or entity any right or interest in all or any part of the Seaport Centre Levee or the Levee Assets, and City has not entered into any executory contracts for the purchase or sale of all or any part of the Seaport Centre Levee or the Levee Assets (other than this Agreement), nor do there exist any rights of first refusal or options to purchase the Seaport Centre Levee or the Levee Assets, other than this Agreement. This does not apply to any easements or licenses that are necessary and appropriate to the construction and operation of the Levee Improvements. (d) There is no litigation, arbitration or other legal or administrative suit, action, proceeding or investigation of any kind pending, or to City's knowledge threatened, against or involving the City relating to the Seaport Centre Levee or any part thereof. Section 5.3 Discovery of Inaccuracy. If, after the date of this Agreement, either Party discovers any inaccuracy in any representation or warranty under this Agreement, whether made by that Party or any other Party, the discovering Party shall promptly notify the other Parties in a written notice setting forth the particular representation or warranty which is inaccurate, and the nature of the inaccuracy discovered. ARTICLE VI COVENANTS REGARDING LEVEE ASSETS Section 6.1 SCOA Covenants. SCOA covenants and agrees with City as follows: (a) Between the date of this Agreement and the Closing Date, SCOA shall maintain the Levee Assets in good condition, repair and working order as applicable to an active construction site, comply in all material respects with all covenants, conditions, restrictions, laws, statutes, rules, regulations and ordinances applicable to the Levee Assets and SCOA immediately shall give City copies of all notices received by SCOA asserting any violation of any covenants, conditions, restrictions, laws, statutes, rules, regulations or ordinances applicable to the Levee Assets. OAK #4819-4834-1908 v20 Exhibit C Page 8