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Act. On September 1, 2026, City shall pay MetLife and HCP the first Installment Payment from the proceeds of Facilities Special Taxes received from MetLife and HCP in payment of the invoices. Section 1.4 Limitation of Liability; No Pledge of City Taxing Power or General Fund Revenues. City's obligations to pay the principal of or interest on the Acquisition Price, including the Installment Payments, shall not be construed to constitute an indebtedness of the State or any political subdivision thereof, or the City, within the meaning of any constitutional or statutory provision whatsoever, except as expressly provided herein. This Agreement does not pledge the general credit or the taxing power of the City and, notwithstanding any other provision of this Agreement to the contrary, the City's liability under this Agreement shall be enforceable against the City solely out of the revenues from the special tax levied on the Property by the New CFD. ARTICLE II COMPLETION OF SALE Section 2.1 Place and Date. The purchase and sale of the Levee Assets shall be completed in accordance with Article IX hereof ("Closing"). Subject to extension in the event of casualty restoration related delays as set forth in Article XI below, the Closing shall occur on a mutually agreeable date after Final Completion of the Levee Improvements and the satisfaction or waiver of all applicable conditions precedent to Closing under Article VIII ("Closing Date"), provided that if the City approves acceptance of the Levee Assets at its October 27, 2025 City Council meeting and all conditions precedent to Closing under Article VIII have been met the Closing shall occur on or before October 30, 2025. As used herein, "Final Completion" shall be deemed to have occurred when SCOA completes construction of the Levee Improvements, including all punch -list items, according to the Final Construction Documents to the City's reasonable satisfaction, all of which are established by the City Engineer's approval of the Levee Improvements. Prior to the Closing Date, Seller and City each shall give such supplemental written instructions, if any, consistent with this Agreement, required by Title Company for the Closing in accordance with this Agreement. ARTICLE III TITLE TO THE LEVEE ASSETS Section 3.1 Levee Assets. The Levee -Related Easements shall be conveyed to City by HCP and MetLife by Easement Deeds, substantially in the forms attached hereto as Attachments 3_1 and 3_2 ("Easement Deeds") and the Levee Improvements shall be conveyed to City by HCP and Met Life by Grant Deeds, substantially in the forms attached hereto as Attachments 3-3 and 33=4 ("Grant Deeds"). SCOA shall affirm that SCOA has no right, title, or interest in the Levee Improvements in the HCP Property and MetLife Property by Quitclaim Deed, substantially in the form attached hereto as Attachment 3-5 and Attachment 3-6 and in the Levee Improvements in the City Property by Quitclaim Deed substantially in the form attached hereto as Attachment 3-7 (collectively, the "SCOA Quitclaims.") Seller's conveyance of the Levee Assets shall be subject to the exceptions in the Pro Forma Title Policies, which the Parties agree 4846-4218-3288 v36 2025.276 - SEAPORT PURCHASE AGREEMENT REV: 10-15-25 VR