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5.A. - Page 215 of 302 9.2. Closing Costs. Buyer shall pay all costs and expenses arising in connection with the Closing including but not limited to escrow and recording fees, title insurance premiums attributable to Buyer's title insurance policy, all transfer tax and any other costs associated with the Closing (the "Closing Costs"). 10. CLOSING DELIVERIES. 10.1. Deliveries By Seller to Escrow. In time sufficient to permit the Closing on the scheduled Closing Date (in no event later than one (1) Business Day in advance), Seller, at its sole cost and expense, shall deliver or cause to be delivered into Escrow the following documents and instruments, each effective as of the Closing Date and executed by Seller, in addition to the other items and payments required by this Agreement to be delivered by Seller: 10.1.1. Deed. The original executed and acknowledged Deed conveying the Property to Buyer or its nominee; 10.1.2. 'Option to Purchase. The original executed and acknowledged counterparts of the Option to Purchase. 10.1.3. Affordability Restriction for Parcel F. The original executed and acknowledged Parcel F Affordable Housing Restriction. 10.1.4. Non -Foreign Affidavit. An original Non -Foreign Affidavit in the form of Exhibit G attached hereto, executed by Seller; 10.1.5. California FTB Form 593. An original California FTB Form 593, executed by Seller; 10.1.6. Bill of Sale and Assignment. Two (2) original counterparts of the Bill of Sale and Assignment in the form of Exhibit "H" attached hereto, each executed by Seller, pursuant to which Seller shall transfer to Buyer all the Personal Property, the Service Contracts and the Intangible Property, including, without limitation, the Property Documents, in each case free of all liens and encumbrances; 10.1.7. Seller's Certificate. An original certificate, in the form of Exhibit "I" attached hereto (the "Seller's Certificate"), executed by Seller; 10.1.8. Proof of Authority. Such proof of Seller's authority and authorization to enter into this Agreement and the transaction contemplated hereby, and such proof of the power and authority of the individual(s) executing or delivering any instruments, documents or certificates on behalf of Seller to act for and bind Seller as may be reasonably required by Title Company or Buyer; and ATTY/AGR/2020.257/REDWOOD CITY GREYSTAR PURCHASE & SALE AGREEMENT 1306 MAIN ST REV: 11-05-2020 VR 1199\11\2925009.5 Page 19 of 84 218