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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-Withholdin "). <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 />a) MetLife's Grant Deed substantially in the form attached as Attachment 3-2 to the <br />Agreement ("MetLife Deed"), duly and properly executed by an authorized <br />representative of MetLife, 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 />MetLife Deed following completion of the Levee Assets. <br />b) MetLife's Closing Certificate dated as of the Closing Date, duly and properly <br />executed by an authorized representative of MetLife. <br />c) MetLife's Certificate of Non -Foreign Status, duly and properly executed by an <br />authorized representative of MetLife. <br />d) Four duplicate originals of the Assignment, each duly and properly executed in <br />counterpart by an authorized representative of MetLife, as Assignor. <br />e) MetLife's Evidence of Non -Withholding. <br />f) Additional Escrow documents that First American Title Company may reasonably <br />require from MetLife to satisfy its conditions for closing the Escrow. <br />9. From SCOA: <br />a. SCOA's Closing Certificate dated as of the Closing Date, duly and properly executed <br />by an authorized representative of SCOA, and additional Escrow documents that First <br />American Title Company may reasonably require from SCOA to satisfy its conditions <br />for closing the Escrow. <br />You are requested and instructed to notify the Parties when each of the above-described <br />documents and funds are deposited in the Escrow. The notification shall be by email to the <br />Parties' contacts specified below. <br />You are requested and instructed to close the Escrow within ten (10) days after all the above- <br />described documents and funds are deposited in the Escrow, and all applicable conditions of the <br />Agreement have been satisfied or waived as specified in Section 2.1 of the Agreement and <br />confirmed by the Parties' Closing Notices, or on such other date as the Parties may mutually <br />agree in writing, but in no case later than , 202 . <br />OAK #4819-4834-1908 v20 Attachment 2 to Exhibit C <br />