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 14 of 82 f. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Agreement shall constitute a disclaimer, waiver, release or termination of the implied warranties in connection with the Deed pursuant to Section 1113 of the California Civil Code. In connection with this Section 4.5.4, Buyer expressly waives the benefits of Section 1542 of the California Civil Code, which provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT IF KNOWN TO HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." Thus, notwithstanding the provisions of Section 1542 or of any similar statute, and for the purpose of implementing a full and complete release, Buyer expressly acknowledges that this Agreement is intended to include in its effect, without limitation, all claims which are known and all claims which Buyer does not know or suspect to exist in Buyer’s favor at the time of execution of this Agreement and that this Agreement contemplates the extinguishment of all such claims except as expressly set forth in this Agreement. Initials of Buyer: 4.6. Buyer Financing Plan for Building F. Prior to Closing, Buyer shall present to Seller for Seller’s approval a financing plan for Building F that shall include a sources and uses for Building F, evidence of all loan commitments for any proposed loans, which such commitments shall only be subject to reasonable conditions of closing, evidence of any equity investment commitments, and, if Buyer plans to use Low Income Housing Tax Credits for the financing of Building F, evidence of an allocation of Low Income Housing Tax Credits from the California Tax Allocation Committee ("Building F Financing Plan"). If Buyer is proposing to use 4% Low Income Housing Tax Credits, Buyer shall also show evidence of a bond allocation for Building F. Seller shall approve or disapprove the Building F Financing Plan within thirty (30) days of receipt. Seller agrees that it shall not unreasonably withhold its approval. If Seller disapproves the Building F Financing Plan, Seller shall provide specific reasons for the disapproval If Seller disapproves the Building F Financing Plan, Buyer may, within thirty (30) days of such disapproval, resubmit the Building F Financing Plan addressing the reasons for Seller's disapproval. Seller shall have thirty (30) days to review and approve or disapprove the resubmitted Building F Financing Plan. The process for submission and review of the Building F Financing Plan shall continue until Seller has approved the Building F Financing Plan, provided, however, if Seller has not approved the Building F Financing Plan within twenty four (24) months of the Execution Date of this Agreement, either Party may terminate this Agreement. jf jf