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 16 of 82 or the Property. Seller has not received notice of any special assessment(s) from any governmental authority. 5.1.8. Hazardous Materials. To Seller's Knowledge, the Property does not contain any hazardous or toxic materials, including, but not limited to, any chemicals or materials regulated as hazardous or toxic under any federal, state or local law ("Hazardous Materials"), except for what is commonly incorporated into or used and stored at the Property for building purposes and normal maintenance and operations by the tenants (the "Excluded Materials"), and except as set forth in the Property Documents. Seller agrees to provide Buyer promptly in writing any information, which Seller has or may acquire regarding the presence and location of any Hazardous Materials, not including the Excluded Materials, or underground storage tanks on or about the Property. 5.1.9. Service Contracts. There are no maintenance, operating or other agreements relating to the operation of the Property other than the Service Contracts listed on Exhibit F. Other than the Service Contracts to be assumed by Buyer pursuant to this Agreement, this Agreement, and any agreements disclosed on the Title Report, Seller has not entered into any contract, agreement, understanding or commitment that will be binding on Buyer or the Property after the Closing Date. 5.1.10. Non-Foreign Status. Seller is not a "foreign person" as defined in Internal Revenue Code Section 1445 or Sections 18805 and 26131 of the California Revenue and Taxation Code or any related regulations. 5.1.11. Material Change. As of the Closing Date, Seller shall not, without Buyer’s approval, have made any material changes to the Property since the Execution Date and Seller shall not be in default under this Agreement. 5.2. Survival and Restatement. All of the representations and warranties of Seller set forth in Section 5.1 (collectively, "Seller's Warranties") shall be deemed re-made by Seller as of the Closing Date with the same force and effect as if in fact made at that time, subject to any qualifications made by Seller and accepted by Buyer pursuant to the provisions set forth below and, except as provided herein, Seller is making no other representations or warranties concerning the Property. All of Seller's Warranties, in the form deemed re-made by Seller and accepted by Buyer as of the Closing Date, shall survive the delivery of the Deed and other Closing instruments and documents. If, at any time after the Execution Date, Seller acquires Knowledge of any information that would require the material qualification of any Seller's Warranty for such Seller's Warranty to be true when re-made as of the Closing Date, Seller shall give Buyer prompt written notice of such information, and Seller shall have the right to qualify such Seller's Warranty when re-made at Closing as necessary to reflect such information; provided, however, that to the extent any such qualification represents a material and adverse change to such Seller's Warranty and written notice of such qualification is not received by Buyer until after the expiration of the Contingency Period, Buyer shall have the right either (a) to accept such qualification and to proceed with the Closing without any credit or offset to the Purchase Price unless otherwise agreed in writing by Seller and Buyer, or (b) to terminate this Agreement by delivering written notice to Seller and Title Company,