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 52 of 82 COMPLETION AND PAYMENT GUARANTY (Redwood City-Replacement Housing Units) This Completion and Payment Guaranty (this "Guaranty") is made as of __________, 20__ (the "Effective Date"), by ________________, a _______________ ("Guarantor"), in favor of the City of Redwood City, a charter city and municipal corporation (the "City"). Recitals A. The City and Greystar GP II, LLC, a Delaware limited liability company (the "Buyer"), have entered into that certain Purchase and Sale Agreement and Joint Escrow Instructions dated as of _____________, 2020 (the "Agreement") regarding the sale and development of certain real property located in Redwood City, California. Capitalized terms used, but not defined, in this Guaranty shall have the meaning set forth in the Agreement. Among other things, the Agreement requires the Buyer to design, construct, and develop the Replacement Housing Units, and following completion of construction of such units, the Buyer is obligated to operate the Replacement Housing Units as affordable housing in accordance with the Affordable Housing Restriction. B. The Guarantor is obligated to execute and deliver this Guaranty, for the benefit of the City, pursuant to Sections 8.3.2(b) and 10.2.4 of the Agreement as one of the conditions to the Closing. C. The Guarantor will derive substantial direct and indirect benefit from the sale of the Property pursuant to the Agreement, and Guarantor desires to provide this Guaranty to the City, in consideration of the rights conveyed to the Buyer pursuant to the Agreement. Guaranty NOW, THEREFORE, in consideration of the rights and benefits conveyed to the Buyer pursuant to the Agreement, the Guarantor hereby agrees, covenants and warrants as follows: Section 1. Guaranty. Upon the occurrence of a default by the Buyer in its obligation to Substantially Complete construction of the Replacement Housing Units by the Replacement Unit Completion Date as required by Section 13.1 of the Agreement, and the failure to cure such default within any applicable cure period stated in the Agreement (the “Replacement Unit Completion Default”), the Guarantor shall have the option, to be made in the Guarantor’s sole discretion, to elect to undertake either the actions described in Section 1(a) or in Section 1(b) below. The City shall provide the Guarantor with written notice of the occurrence of the Replacement Unit Completion Default, and the Guarantor shall notify the City in writing of whether the Guarantor has elected to proceed under Section 1(a) or under Section 1(b) below within ten (10) Business Days of receipt of such notice. If the Guarantor fails to provide the City with such written notice of its election, the Guarantor shall be deemed to have elected to proceed under Section 1(b) below.