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(a) As of the Closing, Title Company shall have irrevocably committed to issue an American Land Title Association ("ALTA") Extended Coverage Owner's Policy of Title Insurance) ("Title Policy") to City in an amount equal to the Acquisition Price and in the form of the Pro Forina Title Policies, showing title to the Levee Assets vested in City, subject only to the Permitted Exceptions. SCOA shall pay all expenses of issuing the Title Policy, including any survey costs associated with such Title Policy and any endorsements to the Title Policy reasonably requested by City. (b) Prior to the Closing Date, Seller shall have executed, acknowledged (where applicable) and delivered to Title Company the duly executed Joint Instructions, Easement Deeds, Quitclaim Deeds and the Grant Deeds and each of the other items required to be delivered by Seller pursuant to this Agreement. (c) There shall be an absence of any third party (i.e., state or federal) condemnation, environmental or other pending governmental or any type of administrative or legal proceedings with respect to the Levee Improvements, and no casualty event shall have occurred with respect to the Levee Improvements (provided that casualty shall be governed by the terms of Article XI below), in any such case, which would materially and adversely affect the intended use of the Levee Improvements. (d) Prior to the Closing Date, the Levee Improvements shall be complete to the reasonable satisfaction of the City as evidenced by issuance of written approval of the City Engineer. (e) Prior to the Closing Date, SCOA shall provide all Documents and Materials pursuant to Section 4. 1, including "as -built" record documents for the Levee Improvements, prepared and certified by the project engineer. (f) Prior to the Closing Date, SCOA shall have provided City with the City -approved O&M Manual. (g) SCOA shall have delivered to City warranty security in accordance with the terms of the Master Agreement. (h) On the Closing Date, no Seller shall be in material default, following notice and expiration of applicable cure periods, in the performance of any covenant or agreement to be performed by such Seller under this Agreement or the Master Agreement. (i) On the Closing Date, all representations and warranties made by each Seller in Section 5.1 hereof shall be true and correct as if made on and as of the Closing Date and City shall have received an executed Seller's Closing Certificate(s) from each Seller, in which such Seller certifies to City that all representations and warranties made by such Seller in Section 5.1 hereof are true and correct on and as of the Closing Date, with only such exceptions as are specified in Seller's Closing Certificate(s). 14 4846-4218-3288 v36 2025.276- SEAPORT PURCHASE AGREEMENT REV: 10-15-25 VR