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5.A. - Page 252 of 302
<br />City may collect from the Guarantor even if the City, by foreclosing on the real property collateral,
<br />has destroyed any right the Guarantor may have to collect from the Buyer. To the extent applicable,
<br />this is an unconditional and irrevocable waiver of any rights and defenses the Guarantor may have
<br />if the Buyer's debt or obligation is (or becomes) secured by real property. These rights and defenses
<br />include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726
<br />of the California Code of Civil Procedure (all as may be amended from time to time);
<br />in. to the extent applicable, all rights and defenses arising out of an
<br />election of remedies by the City, even though that election of remedies, such as a nonjudicial
<br />foreclosure with respect to security for the Guaranteed Obligations, has destroyed the Guarantor's
<br />rights of subrogation and reimbursement against the principal by the operation of California Code
<br />of Civil Procedure Section 580d (as may be amended from time to time) or otherwise;
<br />n. all rights and benefits which might otherwise be available to the
<br />Guarantor under California Civil Code Sections 2809, 2839, 2845, 2849, 2850, 2899, and 3433
<br />(all as may be amended from time to time); and
<br />o. without limiting the generality of the foregoing, to the fullest extent
<br />permitted by law, any defenses or benefits that may be derived from or afforded by applicable law
<br />limiting the liability of or exonerating Guarantor or sureties, or which may conflict with the terms
<br />of this Guaranty, including, without limitation, any and all benefits that otherwise might be
<br />available to the Guarantor under California Civil Code Sections 1432, 2899 and 3433 and
<br />California Code of Civil Procedure Sections 580a, 580b, 580d and 726 (the Guarantor specifically
<br />agreeing that the "fair value" provisions of Code of Civil Procedure Section 580a shall not apply
<br />when determining the Guarantor's liability hereunder).
<br />16.22.2. The Guarantor waives any and all notice of the acceptance of this
<br />Guaranty, and any and all notice of the creation, renewal, modification, extension or accrual of the
<br />Guaranteed Obligations, or the reliance by the City upon this Guaranty, or the exercise of any
<br />right, power or privilege hereunder. The Guaranteed Obligations shall conclusively be deemed to
<br />have been created, contracted, incurred and permitted to exist in reliance upon this Guaranty. The
<br />Guarantor waives promptness, diligence, presentment, protest, demand for payment, notice of
<br />default, dishonor or nonpayment and all other notices to or upon the Buyer, the Guarantor or any
<br />other party with respect to the Guaranteed Obligations.
<br />16.22.3. In the event that, at any time and for any reason, any Guarantor's
<br />liability with respect to any Guaranteed Obligation constitutes only a portion of the applicable
<br />Guaranteed Obligation, the Guarantor hereby waives any right it might otherwise have under
<br />Section 2822 of the California Civil Code (as may be amended from time to time) to have the
<br />Buyer designate the portion of any such obligation to be satisfied in the event that the Buyer
<br />provides partial satisfaction of such obligation. The Guarantor acknowledges and agrees that the
<br />Buyer has already agreed with the City that in any such event the designation of the portion of the
<br />obligation to be satisfied shall, to the extent not expressly made by the terms of the Agreement, be
<br />made by the City rather than the Buyer.
<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-8
<br />255
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