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5.A. - Page 226 of 302 <br />or referenda regarding the same; environmental conditions, pre-existing or discovered, delaying <br />the construction or development of the Property or any portion thereof; unusually severe weather <br />but only to the extent that such weather or its effects (including, without limitation, dry out time) <br />result in delays that cumulatively exceed thirty (30) days for every winter season occurring after <br />commencement of construction of the Development; acts or omissions of the other Party; or acts <br />or failures to act of any public or governmental agency or entity (except that acts or failures to act <br />of Seller shall not excuse performance by Seller); moratorium ("Force Majeure Delay") <br />(provided, however, the COVID-19 pandemic and any public health emergencies related thereto <br />in place as of the Effective Date shall not be considered a basis for Force Majeure Delay under <br />this Agreement). Any extension of time for a Force Majeure Delay shall commence from the date <br />that the Party claiming such delay provides written notice to the other Parry of the Force Majeure <br />Delay. Any such Force Majeure Delay shall terminate when the cause for such delay concludes or <br />is resolved. <br />16.18. Seller Review of Subsequent Approvals. <br />In connection with Seller's review and approval of Buyer's submissions for permits <br />and approvals, Seller shall accept applications for permits and approvals for processing and review, <br />and exercise Seller's discretion to take action, in a good faith manner, provided Buyer has, in a <br />timely manner, provided Seller with all fees, charges, documents, applications, plans and other <br />information necessary for Seller to carry out its review. The Parties expressly intend to cooperate <br />with one another and diligently work to implement all land use and building approvals for <br />development of the Development in accordance with the development approvals and this <br />Agreement. <br />IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the <br />dates set forth next to their respective signatures. <br />BUYER: <br />Greystar GP II, LLC, a Delaware limited <br />liability company <br />Date of Execution: 11/5/20 <br />ATTY/AGR/2020.257/REDWOOD CITY GREYSTAR PURCHASE & SALE AGREEMENT 1306 MAIN ST <br />REV: 11-05-2020 VR <br />1199\11\2925009.5 <br />Page 30 of 84 <br />229 <br />