RecDoc 2022-011757 1304 El Camino Real

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and performance of this Agreement and all other documents or instruments executed and delivered, or to be executed and delivered, pursuant to this Agreement, have been duly taken. (d) Valid Binding _Agreements. This Agreement and all other documents or instruments which have been executed and delivered pursuant to or in connection with this Agreement constitute or, if not yet executed or delivered, will when so executed and delivered constitute, legal, valid and binding obligations of the Owner, enforceable against the Owner in accordance with their respective terms. (e) No Breach of Law or Agreement. Neither the execution nor delivery of this Agreement or of any other documents or instruments executed and delivered, or to be executed or delivered, pursuant to this Agreement, nor the performance of any provision, condition, covenant or other term hereof or thereof, will conflict with or result in a breach of any statute, rule or regulation, or any judgment, decree or order of any court, board, commission or agency whatsoever binding on the Owner, or any provision of the organizational documents of the Owner, or will conflict with or constitute a breach of or a default under any agreement to which Owner is a party (including, but not limited to, Security Financing Interests), or will result in the creation or imposition of any lien upon any assets or property of Owner, other than liens established pursuant hereto. (f) Title to Land. As of the Effective Date, the Owner has closed its acquisition of the Property. The Owner agrees not to permit any mortgage, pledge or other monetary lien or encumbrance to be recorded against the Property other than liens for current real property taxes and assessments not yet due and payable, the liens in favor of the City and the liens approved in writing by the City pursuant to the Building F Financing Plan. (g) No Changes to Property Following Default. Upon the failure of Greystar to cause the Owner to Substantially Complete construction of the Replacement Housing Units by the Replacement Unit Completion Date as required by Section 13.1 of the Purchase Agreement and the expiration of any applicable cure period, and the City's delivery of the Option Notice, the Owner shall cause all work to cease at the Property (other than as necessary to provide for the safety and security of the Property). The Owner shall not cause, and shall not cause to be permitted, any waste of the Property. 7. Right of Entry. In connection with the City's delivery of the Option Notice, the Owner hereby irrevocably grants the City (and the City's representatives and agents) a right of entry to enter the Property, without notice to the Owner, to inspect the Property to confirm the Owner's compliance with Section 6(g), subject to the rights of the Security Financing Interest Holders. Assignment of Option. (a) By City. The City may assign its rights under this Agreement without the consent of the Owner. (b) BBy_Owner. The Owner may only transfer its obligations under this Agreement in connection with a Transfer approved, or permitted by, the City pursuant to the Purchase Agreement. REV: 01-24-2022 SK ATTY/AGR.2022.011/GS HIP 1304 ECR, LP (Page 6 of 15)