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are "Permitted Exceptions" as that term is defined in the Exhibit C Contract (collectively, the "Permitted Exceptions"). City shall, at the same meeting it presents a resolution to accept the Levee Assets, present to its City Council for consideration a resolution vacating some of the areas described in the Easement Deed recorded on January 10, 1986 as Instrument Number 86003619 that are no longer needed and quitclaim deeds vacating some of the improvements described in the Deed of Conveyance recorded on January 10, 1986 as Instrument Number 86003623 that are no longer needed. City reserves all discretion in connection with any findings that City must make in connection with such vacation resolution and quitclaim deeds. Section 3.2 Levee Assets on Stanford Property. SCOA, HCP, and MetLife shall prior to the Closing obtain from the Board of Trustees of the Leland Stanford Junior University ("Stanford"), and at the Closing record, a signed Encroachment Easement Deed in the form attached as Attachment 3-8 and a Quitclaim Deed in the form attached Attachment 3-9 to convey title to the Levee Improvements located on the property that is identified as Assessor Parcel Number 054-320-550 and owned by Stanford ("Stanford Property"). Attachment 3-8 describes a Levee Related Easement and Attachment 3-9 describes Levee Improvements. ARTICLE IV REVIEW OF THE LEVEE ASSETS Section 4.1 Delivery of Documents. SCOA has prepared and delivered to City, or shall at SCOA's expense prepare and deliver to City prior to Closing and as an express condition precedent to the City's obligation to purchase the Levee Assets pursuant to this Agreement, the following documents and materials (collectively, "Documents and Materials"): (a) All currently -effective warranties and licenses with respect to the Levee Improvements; (b) All architectural and engineering plans and drawings, including as - built drawings for the Levee Improvements. These as -built drawings will be provided in clearly marked hard copy and electronic native AutoCAD, or similar, formats, will be certified as being "as -built" and will reflect the work as actually constructed, with any and all changes incorporated therein; (c) A legal description of, and a survey map showing the "as -built" location of, the Levee Improvements and the Levee -Related Easements as required by Title Company for issuance of the Owner's Policy of Title Insurance; and (d) Such additional information as may be reasonably requested by City that is directly relevant to City's acquisition of the Levee Assets. Section 4.2 City Inspection Rights. SCOA shall be solely responsible for preparing (or causing to be prepared) any surveys and other material related to the Levee Assets as reasonably necessary to facilitate Title Company's issuance of the Owner's Policy of Title Insurance and consummate this transaction ("Due Diligence Material"). The City may conduct due diligence until Closing. 4846-4218-3288 v36 2025.276 - SEAPORT PURCHASE AGREEMENT REV: 10-15-25 VR