Agmt20 Greystar GP II,LLC - 1306 Main Street

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ATTY/AGR/2020.257/REDWOOD CITY GREYSTAR PURCHASE AND SALE AGREEMENT 1306 MAIN STREET REV: 12-14-2020 VR Page 11 of 82 4.4. Insurance. Prior to entering the Property, Buyer shall obtain, or cause its agents and representatives that will enter the Property in connection with the investigations pursuant to Section 4.2 to obtain, workers' compensation and general liability insurance (including umbrella or excess policies) in the amount of at least One Million Dollars ($1,000,000) per occurrence, and at least Two Million Dollars ($2,000,000) in the aggregate, which insurance shall name Seller as an additional insured. Buyer shall provide Seller with proof of such insurance prior to commencing Buyer's physical inspections of the Property. 4.5. Title and Survey. 4.5.1. Title Documents. Within ten (10) days after the Execution Date, Seller shall obtain and deliver to Buyer a Preliminary Title Report for the Property issued by Title Company together with copies of all items shown as exceptions therein (collectively, the "Preliminary Report"). In addition, Buyer shall have the right, at Buyer's sole cost and expense, to obtain an ALTA survey of the Real Property (the "Survey"). 4.5.2. Buyer's Review of Title. Buyer may advise Seller in writing by not later than seventy (70) days after the Execution Date what exceptions to title, if any, listed in the Preliminary Report, and what issues, if any, revealed by the Survey, are not acceptable to Buyer (collectively, the "Title Objections"). Seller shall have ten (10) days after receipt of Buyer's Title Objections to give Buyer notice that (a) Seller will remove any Title Objections from title (or afford the Title Company necessary information or certifications to permit it to insure over such exceptions) and correct any Title Objection relating to the Survey, or (b) Seller elects not to cause such exceptions to be removed or corrected. Seller's failure to provide notice to Buyer within such ten (10) day period as to any Title Objection shall be deemed an election by Seller not to remove or correct the Title Objection. If Seller so notifies or is deemed to have notified Buyer that Seller shall not remove or correct any or all of the Title Objections, Buyer shall have ten (10) days after receipt of Seller's notice (or deemed disapproval) to determine whether (i) to proceed with the purchase and take the Property subject to such exceptions or (ii) to terminate this Agreement. "Permitted Exceptions" shall include and refer to any and all exceptions to title shown on the Preliminary Report and the Survey, if any, excepting solely Title Objections that have been timely identified by Buyer and that Seller has notified Buyer pursuant to this Section that Seller is willing to remove, and any other exceptions to title approved in writing by Buyer. Notwithstanding anything to contrary herein, Seller shall be obligated to remove all title exceptions created by Seller on or after the date of this Agreement without the prior written consent of Buyer, any mechanic's liens or materialman's liens unless arising in connection with Buyer's activities on the Property, and all liens and encumbrances affecting the Property that secure an obligation to pay money (other than installments of real estate taxes and assessments not delinquent as of the Closing Date). 4.5.3. Condition of Title at Closing. Upon the Closing, Seller shall sell, transfer and convey to Buyer fee simple title to the Land and the Improvements thereon by a duly executed and acknowledged grant deed in the form of Exhibit D attached hereto (the "Deed"), subject only to the Permitted Exceptions.