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 32 of 82 16.5. Severability. Any provision or part of this Agreement which is invalid or unenforceable in any situation in any jurisdiction shall, as to such situation and such jurisdiction, be ineffective only to the extent of such invalidity and shall not affect the enforceability of the remaining provisions hereof or the validity or enforceability of any such provision in any other situation or in any other jurisdiction. 16.6. Successors and Assigns; Third Parties. Buyer may transfer or assign any or all of its rights or obligations under this Agreement, provided, however, Buyer may not transfer or assign its rights or obligations with respect to Parcel F other than to a limited partnership in which Buyer is the administrative general partner, Human Investment Project is the managing general partner and a tax credit investor is the limited partner, without obtaining Seller's prior written consent, which consent may be granted or withheld in Seller's sole discretion. Buyer shall provide to Seller the formation documents for the development entity developing Building F in order for Seller to verify that the development entity meets these conditions. Any assignee shall assume all of Buyer's obligations pursuant to a written agreement approved by the City Attorney and Buyer shall have demonstrated to the reasonable satisfaction of Seller that such assignee is capitalized sufficiently to undertake the obligations set forth in this Agreement and the Conditions of Approval for the Development. 16.7. Counterparts. This Agreement may be executed in as many counterparts as may be deemed necessary and convenient, and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same instrument. 16.8. Headings. The section headings of this Agreement are for convenience of reference only and shall not be deemed to modify, explain, restrict, alter or affect the meaning or interpretation of any provision hereof. 16.9. Time of the Essence. Time shall be of the essence with respect to all matters contemplated by this Agreement. 16.10. Further Assurances. In addition to the actions recited herein and contemplated to be performed, executed, and/or delivered by Seller and Buyer, Seller and Buyer agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered at the Closing or after the Closing any and all such further acts, instruments, deeds and assurances as may be reasonably required to consummate the transactions contemplated hereby.