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5.A. - Page 256 of 302 which are not reflected in such financial statements or referred to in the notes thereto, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with accounting principles reasonably acceptable to the City, and accompanied by a certification by Guarantor, that the information contained in such financial statements fairly presents the financial position of Guarantor, on the date thereof, and, within fifteen (15) days of filing with the Internal Revenue Service, but in no event later than October 30th of each calendar year, copies of federal income taxes of Guarantor filed with the Internal Revenue Service. 16.27.2. Promptly upon the request of the City, signed copies of all tax returns, including all extensions and all supporting schedules. 16.27.3. Promptly upon the request of the City, such other information as the City may reasonably request concerning the affairs and properties of Guarantor. 16.28. Events of Default. The City may declare Guarantor to be in default under this Guaranty upon the occurrence of any of the following events (each an "Event of Default"): 16.28.1. Guarantor fails to perform any of its obligations under this Guaranty; or 16.28.2. Guarantor purports to revoke this Guaranty or this Guaranty becomes ineffective for any reason; or 16.28.3. Any representation or warranty made or given by Guarantor to the City proves to be false or misleading in any material respect; or 16.28.4. Guarantor becomes insolvent or the subject of any Insolvency Proceeding; provided, however, that an involuntary Insolvency Proceeding shall not be considered an Event of Default hereunder if it is either (a) consented to in writing by the City, or (b) has been dismissed within ninety (90) days of the filing thereof, or 16.28.5. Any Guarantor which is a trust dissolves or liquidates, or there is a change or substitution of any trustee of any such Guarantor not approved in writing by the City, or the trust agreement is revoked, modified, amended or supplemented; or 16.28.6. Any Guarantor which is a natural person dies; provided, however: (i) it shall not be an Event of Default hereunder if prior to the date which is sixty (60) days after the last day for filing a claim in the estate of such deceased party, the claim of the City shall have been accepted and approved by the court administering that estate and a plan satisfactory to the City shall have been approved by the court to ensure that sufficient assets will be available to pay that claim, if and when it matures; and (ii) nothing in this Agreement shall prevent the City from filing a claim and such supporting documentation as may be required in the estate of the deceased party. ATTY/AGR/2020.257/REDWOOD CITY GREYSTAR PURCHASE & SALE AGREEMENT 1306 MAIN ST REV: 11-05-2020 VR 1199\11\2925009.5 J-12 259