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 18 of 82 6.2. Due Organization; Consents. Buyer has the legal power, right and authority to enter into this Agreement and the instruments and documents referenced herein, and to consummate the transaction contemplated hereby. 6.3. Buyer's Authority; Validity of Agreements. Buyer has or will have prior to the Closing full right, power and authority to purchase the Property from Seller as provided in this Agreement and to carry out its obligations hereunder. The individual(s) executing this Agreement and the instruments referenced herein on behalf of Buyer have the legal power, right and actual authority to bind Buyer to the terms hereof and thereof. This Agreement is, and all other documents and instruments to be executed and delivered by Buyer in connection with this Agreement shall be, duly authorized, executed and delivered by Buyer and shall be valid, binding and enforceable obligations of Buyer. 7. COVENANTS OF SELLER. In addition to the covenants and agreements of Seller set forth elsewhere in this Agreement, Seller covenants and agrees that between the date hereof and the Closing Date: 7.1. Notice of Change in Circumstances. Seller shall promptly notify Buyer of any change in the physical condition of any portion of the Property of which Seller acquires Knowledge after the Execution Date or of any other event or circumstance of which Seller acquires Knowledge after the Execution Date that (a) materially, adversely affects any material portion of the Property or the use or operation of any material portion of the Property, or (b) makes any Seller's warranty materially untrue or misleading, it being expressly understood that Seller's obligation to provide information to Buyer under this Section shall in no way relieve Seller of any liability for a breach by Seller of any of Seller's warranties or of any of Seller's covenants or agreements under this Agreement. 7.2. Insurance. Seller shall maintain its present policies of insurance related to the Property in effect until the Closing Date. 7.3. No Defaults; Maintenance of Property. Seller shall not default with respect to the performance of any material obligation relating to the Property. Seller shall maintain the Property prior to the Closing Date in accordance with all applicable laws, rules, regulations, orders and judgments and shall make at its own expense, all repairs necessary to maintain the Property in such condition; provided, however, that Seller shall make no material alterations in the Property without Buyer's prior written consent, which shall not be unreasonably withheld.