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 24 of 82 transactions contemplated herein, including, without limitation, reasonable or customary title affidavits and indemnities required by Title Company to issue the Owner's Title Policy. 10.2. Deliveries By Buyer. In time sufficient to permit the Closing on the scheduled Closing Date (in no event later than one (1) Business Day in advance), Buyer, at its sole cost and expense, shall deliver or cause to be delivered into Escrow the following: 10.2.1. Balance, Prorations & Closing Costs. The balance of the Cash Purchase Price and Buyer's share of prorations and Closing Costs; 10.2.2. Bill of Sale and Assignment. Two (2) original counterparts of the Bill of Sale and Assignment, each executed by Buyer; and 10.2.3. Letter of Credit. The original Letter of Credit validly executed by the issuer. 10.2.4. Guaranty. The original Guaranty fully executed by the Guarantor. 10.2.5. Option to Purchase. The original executed and acknowledged counterparts of the Option to Purchase. 10.2.6. Affordability Restriction for Parcel F. The original executed and acknowledged Parcel F Affordable Housing Restriction. 10.2.7. California FTB Form 593. An original California FTB Form 593 executed by Buyer. 10.2.8. Other. Such other documents and instruments, signed and properly acknowledged by Buyer, if appropriate, as may reasonably be required by Title Company or otherwise in order to effectuate the provisions of this Agreement and the closing of the transactions contemplated herein. 10.3. Deliveries Outside of Escrow. Seller shall deliver possession of the Property to Buyer upon the Closing. Further, Seller hereby covenants and agrees, at its sole cost and expense, to deliver or cause to be delivered to deliver to Buyer, on or prior to the Closing, the following items: 10.3.1. Service Contracts. A fully executed copy or, if in Seller's possession or control, the fully executed original, of any Service Contract being assumed by Buyer and any amendment, modification, supplement and restatement thereto; 10.3.2. Intangible Property. A copy or, if in Seller's possession or control, the original of each document evidencing the Intangible Property or rights to ownership and use thereof, including any approvals, certifications, certificates of occupancy, consents, authorizations,