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 53 of 82 (a) Guaranty of Lien-Free Completion. If the Guarantor elects to undertake the action described in this Section 1(a), the Guarantor hereby unconditionally and irrevocably guarantees to the City the Buyer's diligent and prompt construction and full and final completion of the construction of the Replacement Housing Units free and clear of all mechanic's and materialmen's liens and stop notices in connection with or arising from the construction of the Replacement Housing Units. Without limiting the generality of the foregoing, the Guarantor agrees to: (1) cause any and all costs of constructing and developing the Replacement Housing Units, including but not limited to the costs of all labor, materials and equipment related thereto, to be paid and satisfied as the same shall become due; (2) cause the completion, by using the Guarantor's own resources, in a timely, good, workmanlike, and lien-free manner (as determined by the City in its sole discretion) of the Replacement Housing Units, in accordance with the terms of the Agreement; (3) cause all operating and carrying costs of the Replacement Housing Units incurred prior to completion including, but not limited to, the payment of taxes, assessments, utilities, insurance, maintenance expenses, and all other costs and expenses relating thereto, to be funded, paid and satisfied as the same may occur; and (4) if not previously satisfied, following the completion of the Replacement Housing Units, the execution and delivery of the Parcel F Affordable Housing Restriction, in accordance with the Agreement. The Guarantor’s election to proceed under this Section 1(a) shall be taken in consideration of the City’s agreement, as stated in the Agreement, not to draw on the Letter of Credit described in Section 8.3.2 of the Agreement (except upon a default by Guarantor under this Guaranty) or to require Guarantor to make the payment described in Section 1(b) below (except upon a default by Guarantor under this Guaranty). Provided that Guarantor undertakes the action described in this Section 1(a) promptly after providing the City with written notice of Guarantor's election to do so pursuant to this Section 1(a) and diligently continues with the action until completion of the Replacement Housing Units is achieved and the Replacement Housing Units are Substantially Completed within eighteen (18) months of the Guarantor's notice to the City of its election to proceed under this Section 1(a), then Guarantor shall not be in default under this Guaranty solely for the reason that Substantial Completion is achieved after the date required by the Agreement. Notwithstanding anything herein to the contrary, and consistent with Section 8.3.2.(b) of the Agreement, upon Substantial Completion of the Replacement Housing Units in accordance with this Section 1(a), this Guaranty shall terminate and Guarantor shall have no further liability hereunder and the Guaranteed Obligations shall be deemed satisfied. (b) Guaranty of Payment. In the event the Buyer fails to complete the construction of the Replacement Housing Units, in accordance with the Agreement, and either (i) the Guarantor fails to elect to proceed under Section 1(a) above, or (ii) if the Guarantor elected to proceed under Section 1(a) above, the Guarantor fails to complete the construction of the Replacement Housing Units as set forth above, then the Guarantor agrees to immediately pay, upon written demand from the City, the amounts set forth in Section 8.3.2(b) of the Agreement. Notwithstanding anything herein to the contrary, and consistent with Section 8.3.2(b) of the Agreement, upon Substantial Completion of the Replacement Housing Units in accordance with this Section 1(b), this Guaranty shall terminate and Guarantor shall have no further liability hereunder and the Guaranteed Obligations shall be deemed satisfied. (c) Guaranteed Obligations. The terms "indebtedness," "liabilities" and "obligations" are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or