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5.A. - Page 247 of 302
<br />16.19.1. Guaranty of Lien -Free Completion. If the Guarantor elects to
<br />undertake the action described in this Section 1(a), the Guarantor hereby unconditionally and
<br />irrevocably guarantees to the City the Buyer's diligent and prompt construction and full and final
<br />completion of the construction of the Replacement Housing Units on or before the date required
<br />pursuant to the Agreement, or as may hereafter be approved in writing by the City, free and clear
<br />of all mechanic's and materialmen's liens and stop notices in connection with or arising from the
<br />construction of the Replacement Housing Units. Without limiting the generality of the foregoing,
<br />the Guarantor agrees to: (1) cause any and all costs of constructing and developing the
<br />Replacement Housing Units, including but not limited to the costs of all labor, materials and
<br />equipment related thereto, to be paid and satisfied as the same shall become due; (2) cause the
<br />completion, by using the Guarantor's own resources, in a timely, good, workmanlike, and lien -free
<br />manner (as determined by the City in its sole discretion) of the Replacement Housing Units, in
<br />accordance with the terms of the Agreement; (3) cause all operating and carrying costs of the
<br />Replacement Housing Units incurred prior to completion including, but not limited to, the payment
<br />of taxes, assessments, utilities, insurance, maintenance expenses, and all other costs and expenses
<br />relating thereto, to be funded, paid and satisfied as the same may occur; and (4) if not previously
<br />satisfied, following the completion of the Replacement Housing Units, the execution and delivery
<br />of the Parcel F Affordable Housing Restriction, in accordance with the Agreement. The
<br />Guarantor's election to proceed under this Section 1(a) shall be taken in consideration of the City's
<br />agreement, as stated in the Agreement, not to draw on the Letter of Credit described in Section
<br />8.3.2 of the Agreement (except upon a default by Guarantor under this Guaranty) or to require
<br />Guarantor to make the payment described in Section 1(b) below (except upon a default by
<br />Guarantor under this Guaranty).
<br />16.19.2. Guaranty of Payment. In the event the Buyer fails to complete the
<br />construction of the Replacement Housing Units, in accordance with the Agreement, and either
<br />(i) the Guarantor fails to elect to proceed under Section 1(a) above, or (ii) if the Guarantor elected
<br />to proceed under Section 1(a) above, the Guarantor fails to complete the construction of the
<br />Replacement Housing Units as set forth above, then the Guarantor agrees to immediately pay,
<br />upon written demand from the City, the amounts set forth in Section 8.3.2(b) of the Agreement.
<br />16.19.3. Guaranteed Obligations. The terms "indebtedness," "liabilities" and
<br />"obligations" are used herein in their most comprehensive sense and include any and all advances,
<br />debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or
<br />involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated,
<br />determined or undetermined, and whether recovery upon such indebtedness, liabilities and
<br />obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim
<br />under the Bankruptcy Code or other applicable law. The foregoing indebtedness, liabilities and
<br />other obligations of the Buyer, set forth in this Section 1, and all other indebtedness, liabilities and
<br />obligations to be paid and/or performed by the Guarantor in connection with this Guaranty
<br />(including any and all amounts due under Section 12 hereof), shall hereinafter be collectively
<br />referred to as the "Guaranteed Obligations."
<br />ATTY/AGR/2020.257/REDWOOD CITY GREYSTAR PURCHASE & SALE AGREEMENT 1306 MAIN ST
<br />REV: 11-05-2020 VR
<br />1199\11\2925009.5
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