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 22 of 82 8.3.4. Building Permits for Building F. Buyer shall have met all conditions necessary to obtain a building permit for Building F other than the payment of permit fees. Notwithstanding the above, if one of the conditions necessary to obtain a building permit for Building F is the recordation of the Final Subdivision Map for the Development, the above condition shall be deemed met if the Final Subdivision Map is ready for recordation subject only to the conveyance of the Property to Buyer. The Community Development and Transportation Director shall determine in his reasonable discretion whether this condition is met. 8.3.5. Parcel F Option. Buyer shall have deposited into Escrow a fully executed copy of the Option to Purchase for Parcel F substantially in the form of Exhibit K attached hereto ("Option to Purchase"). 8.3.6. Parcel F Affordability Restriction. Seller's City Council shall have approved an Affordable Housing Restriction to be recorded against Parcel F at the Closing ("Parcel F Affordable Housing Restriction"). 8.3.7. Buyer's Warranties. All of the representations and warranties of Buyer set forth in Section 6 hereof shall be true and correct as of the Closing Date. 8.3.8. Buyer's Due Performance. Buyer shall have delivered all items and funds to be delivered by Buyer pursuant to Section 10.2, on or prior to the Closing Date. 8.4. Failure of Seller's Conditions. If any of Seller's Conditions have not been fulfilled within the applicable time periods, Seller may terminate this Agreement by delivery of written notice thereof to Buyer. Upon such termination, (i) $400,000 of the Deposit shall be released to Seller and the balance of the Deposit shall be returned to the Buyer, (ii) the parties shall equally share the Cancellation Charges, and (iii) neither party shall thereafter have any rights or obligations to the other hereunder except for those that expressly survive termination of this Agreement, including Buyer's obligations under Section 3.2.2. Notwithstanding the foregoing, if any Seller Condition is not satisfied due to a default on the part of Buyer, then, in addition to the rights described above, Seller shall have the rights and remedies set forth in Section 14.1. 9. CLOSING. 9.1. Closing Date. Subject to the provisions of this Agreement, the Closing shall take place on the date which is five (5) days after the last of the following has occurred (i) Buyer delivers written notice to Seller stating that Buyer's conditions to closing set forth in Section 8.2 have been satisfied or waived and (ii) Seller's conditions to closing set forth in Section 8.3 have been satisfied or waived, or on such other date as the parties hereto may agree provided, however, in no event shall escrow close before May 1, 2021. As used herein, the "Closing" shall mean the recordation of the Deed in the Official Records, and the "Closing Date" shall mean the date upon which the Closing actually occurs. 9.2. Closing Costs.