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 74 of 82 constitute, legal, valid and binding obligations of the Owner, enforceable against the Owner in accordance with their respective terms. (e) No Breach of Law or Agreement. Neither the execution nor delivery of this Agreement or of any other documents or instruments executed and delivered, or to be executed or delivered, pursuant to this Agreement, nor the performance of any provision, condition, covenant or other term hereof or thereof, will conflict with or result in a breach of any statute, rule or regulation, or any judgment, decree or order of any court, board, commission or agency whatsoever binding on the Owner, or any provision of the organizational documents of the Owner, or will conflict with or constitute a breach of or a default under any agreement to which Owner is a party (including, but not limited to, Security Financing Interests), or will result in the creation or imposition of any lien upon any assets or property of Owner, other than liens established pursuant hereto. (f) Title to Land. As of the Effective Date, the Owner has closed its purchase of the Property. The Owner agrees not to permit any mortgage, pledge or other monetary lien or encumbrance to be recorded against the Property other than liens for current real property taxes and assessments not yet due and payable, the liens in favor of the City and the liens approved in writing by the City pursuant to the Building F Financing Plan. (g) No Changes to Property Following Default. Upon a default by Owner 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 Purchase Agreement and the expiration of any applicable cure period, and the City's delivery of the Option Notice, the Owner shall cause all work to cease at the Property (other than as necessary to provide for the safety and security of the Property). The Owner shall not cause, and shall not cause to be permitted, any waste of the Property. 7. Right of Entry. In connection with the City's delivery of the Option Notice, the Owner hereby irrevocably grants the City (and the City's representatives and agents) a right of entry to enter the Property, without notice to the Owner, to inspect the Property to confirm the Owner's compliance with Section 6(g), subject to the rights of the Security Finance Interest Holders. 8. Assignment of Option. (a) By City. The City may assign its rights under this Agreement without the consent of the Owner. (b) By Owner. The Owner may only transfer its obligations under this Agreement in connection with a Transfer approved, or permitted by, the City pursuant to the Purchase Agreement. 9. Rights of Security Financing Interest Holders; Subordination. Any rights of the City under this Agreement, including, but not limited to any exercise of the Option, shall not defeat, limit or render invalid any Security Financing Interest permitted by the Purchase Agreement. This Agreement is expressly made subject to and subordinate to any Security Financing Interest without the necessity of any further documentation evidencing such subordination. Notwithstanding the