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(f) The Title Company shall issue to City the Title Policy. (g) The Title Company shall file the information return for the sale of the Levee Assets required by Section 6045 of the Internal Revenue Code of 1986, as amended, and the Income Tax Regulations thereunder. Section 9.2 Possession. Each Seller shall deliver title to and possession of the Levee Assets it owns to City in the condition required by Section 3.1 on the Closing Date. Section 9.3 Closing Costs. Seller shall pay all closing costs, including all escrow and recording fees, transfer taxes (if any) and Title Policy costs. Section 9.4 Prorations. As the City is a political subdivision of the State of California, it is a tax-exempt entity and, therefore, any real property taxes, bonds and assessments that are a lien customarily paid with real property taxes shall not be prorated. Seller shall pay all invoices for goods furnished or services supplied, and other expenses relating to the Levee Assets that are allocable to the period before the Closing Date. ARTICLE X WARRANTY, DEFAULT AND REMEDIES Section 10.1 Warrantv. If, within a period of three (3) years following the Final Completion ("Warranty Period"), all or any portion of the Levee Improvements or other ancillary work of improvements constructed or installed in connection with the Levee Improvements fails due to failure of or defect in design, materials or workmanship, SCOA shall cause all or any portion of the Levee Improvements work failing to comply with the Final Construction Documents in design, materials or workmanship to be corrected without unreasonable delay and without cost to City in accordance with Section 22 of the Master Agreement. No claim for a breach of SCOA's warranty obligations will be actionable or payable if City does not notify SCOA in writing of such breach prior to the expiration of the Warranty Period and commence a "legal action" thereon within ninety (90) days of delivery of such written notice. Section 10.2 Pre-closing Remedies. (a) If, prior to the Closing, Buyer becomes aware of any material failure of any covenant or breach of a representation or warranty in this Agreement by any Seller, then the rights and remedies of Buyer, and such Seller's right to notice and opportunity to cure, shall be as set forth in Section 24 of the Master Agreement. (b) If the Closing fails to occur as a result of a breach of this Agreement by Buyer, Seller, as its sole and exclusive remedy therefor, may enforce this Agreement by specific performance. OAK #4819-4834-1908 v20 Exhibit C Page 15