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5.A. - Page 255 of 302 d. No Violation. The execution, delivery and performance of this Guaranty do not conflict with or result in any breach or violation of, or default under, (i) the organizational documents of the Guarantor or (ii) any law applicable to such Guarantor or (iii) any mortgage, deed of trust, indenture, security agreement or other contract, agreement or instrument applicable to such Guarantor. e. No Consent. The Guarantor has obtained all consents, approvals, and authorizations required to be obtained by the Guarantor, in connection with the execution, delivery, and performance by such Guarantor. f. Solvency. Immediately prior to, and after, and giving effect to the incurrence of such Guarantor's obligations under this Guaranty, the Guarantor will not be insolvent. g. Reasonably Equivalent Value. The Guarantor has received at least "reasonably equivalent value" (as such phrase is used in §548 of the Bankruptcy Code, in §3439.04 of the California Uniform Fraudulent Transfer Act and in comparable provisions of other applicable law) and more than sufficient consideration to support its obligations hereunder in respect of the Guaranteed Obligations. h. Conditions Precedent. There are no conditions precedent to the effectiveness of this Guaranty, and no conditions exist which would prevent the Guarantor from complying with the provisions of this Guaranty. 16.26.2. Representations and Warranties to be Continuing. All of the representations and warranties in this Guaranty are true as of the date of this Guaranty and will continue to be true as if remade at all times afterwards until the Guaranteed Obligations are fully and completely performed. The Guarantor shall inform the City in writing within five (5) days upon its discovering any breach of such representations or warranties. 16.26.3. Acknowledgment of the City's Reliance. The Guarantor acknowledges that sale of the Property by the City to the Buyer, pursuant to the Agreement, will be made in reliance upon the representations, warranties, and agreements contained in this Guaranty. The City shall be entitled to such reliance notwithstanding any investigation which has been or will be conducted by the City or on its behalf. 16.27. Financial Records. Guarantor shall keep true and correct financial books and records, using accounting principles reasonably acceptable to the City, consistently applied. Guarantor shall provide to the City the following: 16.27.1. As soon as available, but in any event not later than one hundred twenty (120) days after the end of each calendar year, beginning with the year ending December 31, 20, the unaudited balance sheet of Guarantor at the end of such year and the related statement of income, statement of retained earnings, statement of changes in capital and statement of cash flows for such year, and a statement of all contingent liabilities of Guarantor ATTY/AGR/2020.257/REDWOOD CITY GREYSTAR PURCHASE & SALE AGREEMENT 1306 MAIN ST REV: 11-05-2020 VR 1199\11\2925009.5 J-11 258