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5.A. - Page 249 of 302
<br />e. any claim, defense, counterclaim or setoff, other than that of prior
<br />performance, that the Buyer, the Guarantor, any other guarantor or other party may have or assert,
<br />including any defense of incapacity, lack of authority, death or disability of the Buyer, Guarantor
<br />or any other person or entity, or the lack of corporate or any other authority to execute the
<br />Agreement;
<br />f. the City's amendment, modification, renewal, extension,
<br />cancellation or surrender of any portion of the Agreement, any Guaranteed Obligations, any
<br />collateral for the Guaranteed Obligations or other collateral securing the Guaranteed Obligations;
<br />g. the City's exercise or nonexercise of any power, right or remedy with
<br />respect to any of the collateral for the Guaranteed Obligations, or any other collateral securing any
<br />of the Guaranteed Obligations, including the City's compromise, release, settlement or waiver
<br />with, or of, the Buyer, the Guarantor, any other guarantor or any other party;
<br />h. the City's vote, claim, distribution, election, acceptance, action or
<br />inaction in any bankruptcy case related to the Guaranteed Obligations;
<br />i. any impairment or invalidity of any of the collateral for the
<br />Guaranteed Obligations or any other collateral securing any of the Guaranteed Obligations or any
<br />failure to perfect any of the City's liens thereon or therein;
<br />j. any other guaranty, whether by the Guarantor or any other party, of
<br />all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities
<br />of the Buyer to the City; and
<br />k. the revocation or repudiation hereof by the Guarantor or the
<br />revocation or repudiation by the Buyer of the Agreement.
<br />16.20.5. In the event of. (1) dissolution of the Guarantor; or (2) the
<br />commencement of any liquidation, reorganization, receivership, bankruptcy, assignment for the
<br />benefit of creditors, or other similar proceeding by or against the Guarantor, the City shall have
<br />the right to file a claim against the Guarantor for the monetary value of the outstanding Guaranteed
<br />Obligations due under this Guaranty.
<br />16.21. Consents of the Guarantor. The Guarantor hereby unconditionally consents
<br />and agrees that, without notice to or further assent from the Guarantor:
<br />16.21.1. the time for the Buyer's (or any other party's) performance of or
<br />compliance with any term, covenant or agreement on its part to be performed or observed under
<br />the Agreement may be extended, or such performance or compliance waived, or failure in or
<br />departure from such performance or compliance consented to, all in such manner and upon such
<br />terms as the City may deem proper;
<br />16.21.2. the City may discharge or release, in whole or in part, any other
<br />guarantor or any other party liable for the payment and performance of all or any part of the
<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
<br />J-5
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