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THE MASTER AGREEMENT, AND BREACH OF THE WARRANTIES IN SECTIONS 20 AND 21 OF THE MASTER AGREEMENT (COLLECTIVELY, THE "EXCLUDED CLAIMS"). FOR THE PURPOSE OF CLARITY, NOTHING IN THIS SECTION 7.2 IS INTENDED TO SUPERSEDE, WAIVE OR MODIFY ANY SELLER'S OBLIGATIONS OR THE BUYER'S RIGHTS UNDER SECTION 5.1 OR ARTICLE X. FOR THE AVOIDANCE OF DOUBT, SCOA'S WARRANTIES IDENTIFIED IN SECTION 20 OF THE MASTER AGREEMENT INCLUDE ITS WARRANTIES REGARDING CLAIMS STANFORD MAY BRING AGAINST CITY THAT ARISE FROM OR RELATE TO (1) ANY DEFECTS IN THE DESIGN, MATERIALS OR WORKMANSHIP OF THE UNDERGROUND WALL FOOTINGS LOCATED ON THE STANFORD PROPERTY AND THE WALL SEGMENT ON ADJACENT PROPERTY TO WHICH THE FOOTINGS ARE ATTACHED OR (11) INJURY TO ANY PERSON OR DAMAGE TO THE STANFORD PROPERTY CAUSED BY THE CONDITION OF SUCH WALL FOOTINGS OR SUCH WALL SEGMENT AS OF THE CLOSING. ARTICLE VIII CONDITIONS PRECEDENT Section 8.1 Seller. Seller's obligation to consummate the transaction contemplated by this Agreement is subject to the satisfaction of the conditions (or Seller's waiver in writing thereof) set forth in this Section 8.1 for Seller's benefit on or prior to the dates designated below for the satisfaction of such conditions, or the Closing in the absence of a specified date. As of the Closing, any such condition that has not been satisfied shall be treated as having been waived in writing. (a) On the Closing Date, City shall not be in material default, following notice and expiration of applicable cure periods, in the performance of any covenant or agreement to be performed by City under this Agreement, and all representations and warranties made by City in Section 5.2 hereof shall be true and correct as if made on and as of the Closing Date and Seller shall have received an executed Buyer's Closing Certificate (in the form attached hereto as Attachment 6) in which Buyer certifies to each Seller that all representations and warranties made by Buyer in Section 5.2 are true and correct on and as of the Closing Date, with only such exceptions as are specified in Buyer's Closing Certificate. (b) Prior to the Closing Date, City shall have executed, acknowledged (where applicable) and delivered to Title Company the duly executed Joint Instructions substantially in the form attached hereto as Attachment 2 ("Joint Instructions") and each of the items required to be delivered by City pursuant to this Agreement. Section 8.2 Com. City's obligation to consummate the transaction contemplated by this Agreement is subject to the satisfaction of the conditions (or City's waiver in writing thereof) set forth in this Section 8.2 for City's benefit on or prior to the dates designated below for the satisfaction of such conditions, or the Closing in the absence of a specified date. As of the Closing, any such condition that has not been satisfied shall be treated as having been waived in writing. 13 4846-4218-3288 v36 2025.276 - SEAPORT PURCHASE AGREEMENT REV: 10-15-25 VR