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ARTICLE IX CLOSING Section 9.1 Procedure. The Parties shall deliver the following documents and funds as indicated below and cause to occur at the Closing on the Closing Date the following: (a) The Grant Deeds, duly executed and acknowledged by HCP and Met Life, respectively, and Certificates of Acceptance in the form of Attachment 5, duly executed and acknowledged by City, shall be delivered to Title Company to be recorded in the Official Records of the County of San Mateo, California, at Closing. (b) The Easement Deeds, duly executed and acknowledged by HCP and Met Life, respectively, and Certificates of Acceptance in the form of Attachment 5, duly executed and acknowledged by City, shall be delivered to Title Company to be recorded in the Official Records of the County of San Mateo, California, at Closing. (c) The Quitclaim Deeds, duly executed and acknowledged by SCOA, and Certificates of Acceptance in the form of Attachment 5, duly executed and acknowledged by City, shall be delivered to Title Company to be recorded in the Official Records of the County of San Mateo, California, at Closing. (d) The Encroachment Easement Deed and Quitclaim Deed, duly executed and acknowledged by Stanford and Certificates of Acceptance in the form of Attachment 5, duly executed and acknowledged by City, shall be delivered to Title Company to be recorded in the Official Records of the County of San Mateo, California, at Closing. (e) Two (2) counterparts of a General Assignment for each Seller in the form of Attachment 8 attached hereto (the "General Assignment") shall be duly executed by each Seller and City, and Title Company shall deliver to City and each Seller at Closing an original of the fully -executed General Assignment for each Seller. (f) Each Seller shall date as of the Closing Date, execute and deliver to City at Closing, a Certificate(s) of Non -Foreign Status in accordance with Section 1445 of the Internal Revenue Code of 1986, as amended, and the Income Tax Regulations thereunder in the form attached hereto as Attachment 7. (g) Each Seller shall date as of the Closing Date, execute and deliver to Title Company for delivery to City at Closing, its Seller's Closing Certificate. (h) City shall date its Buyer's Closing Certificate as of the Closing Date and execute and deliver such certificate to Title Company for delivery to Seller at Closing. (i) The Title Company shall issue to City the Title Policy. 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. 15 4846-4218-3288 v36 2025.276 - SEAPORT PURCHASE AGREEMENT REV: 10-15-25 VR