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5.A. - Page 253 of 302 <br />16.22.4. The obligations of the Guarantor hereunder are independent of and <br />separate from the obligations of the Buyer and any other guarantor and upon the occurrence and <br />during the continuance of any Buyer default, a separate action or actions may be brought against <br />the Guarantor, whether or not the Buyer or any such other guarantor is joined therein or a separate <br />action or actions are brought against the Buyer or any such other guarantor. <br />16.22.5. The Guarantor shall not have any right to require the City to obtain <br />or disclose any information with respect to: (i) the financial condition or character of the Buyer <br />or the ability of the Buyer to pay and perform the Guaranteed Obligations; (ii) the Guaranteed <br />Obligations; (iii) the Collateral or other security for any or all of the Guaranteed Obligations; (iv) <br />the existence or nonexistence of any other guarantees of all or any part of the Guaranteed <br />Obligations; (v) any action or inaction on the part of the City or any other party; or (vi) any other <br />matter, fact or occurrence whatsoever. <br />16.23. Waiver of Subrogation Rights. The Guarantor shall not have, shall directly <br />or indirectly exercise, and hereby waives (a) any rights that it may acquire by way of subrogation <br />under this Guaranty, by any payment hereunder or otherwise, (b) any rights of contribution, <br />indemnification, reimbursement or similar suretyship claims arising out of this Guaranty, and (c) <br />any other right which it might otherwise have or acquire (in any way whatsoever) which could <br />entitle it at any time to share or participate in any right, remedy or security of the City as against <br />the Buyer, whether in connection with the Agreement or otherwise. If any amount shall be paid <br />to the Guarantor on account of the foregoing rights at any time when all the Guaranteed Obligations <br />shall not have been paid in full, such amount shall be held in trust for the benefit of the City and <br />shall forthwith be paid to the City to be credited and applied to the Guaranteed Obligations. <br />16.24. Bankruptcy. <br />16.24.1. Until all of the Guaranteed Obligations have been paid and/or <br />performed in full, the Guarantor shall not, without the prior written consent of the City, commence, <br />or join with any other person in commencing, any bankruptcy, reorganization, or insolvency <br />proceeding against the Buyer. The obligations of the Guarantor under this Guaranty shall not be <br />altered, limited, or affected by any proceeding, voluntary or involuntary, involving the bankruptcy, <br />insolvency, receivership, reorganization, liquidation, or arrangement of the Buyer, or by any <br />defense the Buyer may have by reason of any order, decree, or decision of any court or <br />administrative body resulting from any such proceeding. No limitation upon or stay of the <br />enforcement of any obligation of the Buyer by virtue of any such proceeding shall limit or stay the <br />City's enforcement of Guarantor's payment or performance of such obligation under this Guaranty. <br />In furtherance of the foregoing, the Guarantor agrees that if acceleration of the time for <br />performance of any of Guaranteed Obligations is stayed for any reason, such Guaranteed <br />Obligations which would be subject to acceleration shall nonetheless be deemed to be accelerated <br />for purposes of this Guaranty. <br />16.24.2. The Guarantor shall file in any bankruptcy or other proceeding in <br />which the filing of claims is required or permitted by law all claims that the Guarantor may have <br />against the Buyer relating to any indebtedness of the Buyer to the Guarantor, and will upon request <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-9 <br />256 <br />