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 61 of 82 (7) Reasonably Equivalent Value. The Guarantor has received at least "reasonably equivalent value" (as such phrase is used in §548 of the Bankruptcy Code, in §3439.04 of the California Uniform Fraudulent Transfer Act and in comparable provisions of other applicable law) and more than sufficient consideration to support its obligations hereunder in respect of the Guaranteed Obligations. (8) Conditions Precedent. There are no conditions precedent to the effectiveness of this Guaranty, and no conditions exist which would prevent the Guarantor from complying with the provisions of this Guaranty. (b) Representations and Warranties to be Continuing. All of the representations and warranties in this Guaranty are true as of the date of this Guaranty and will continue to be true as if remade at all times afterwards until the Guaranteed Obligations are fully and completely performed. The Guarantor shall inform the City in writing within five (5) days upon it discovering any breach of such representations or warranties. (c) Acknowledgment of the City's Reliance. The Guarantor acknowledges that sale of the Property by the City to the Buyer, pursuant to the Agreement, will be made in reliance upon the representations, warranties, and agreements contained in this Guaranty. The City shall be entitled to such reliance notwithstanding any investigation which has been or will be conducted by the City or on its behalf. Section 9. Financial Records. Guarantor shall keep true and correct financial books and records, using accounting principles reasonably acceptable to the City, consistently applied. Guarantor shall provide to the City the following: (a) As soon as available, but in any event not later than one hundred twenty (120) days after the end of each calendar year, beginning with the year ending December 31, 20___, the unaudited balance sheet of Guarantor at the end of such year and the related statement of income, statement of retained earnings, statement of changes in capital and statement of cash flows for such year, and a statement of all contingent liabilities of Guarantor which are not reflected in such financial statements or referred to in the notes thereto, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with accounting principles reasonably acceptable to the City, and accompanied by a certification by Guarantor, that the information contained in such financial statements fairly presents the financial position of Guarantor, on the date thereof, and, within fifteen (15) days of filing with the Internal Revenue Service, but in no event later than October 30th of each calendar year, copies of federal income taxes of Guarantor filed with the Internal Revenue Service. (b) Promptly upon the request of the City, signed copies of all tax returns, including all extensions and all supporting schedules. (c) Promptly upon the request of the City, such other information as the City may reasonably request concerning the affairs and properties of Guarantor.