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5.A. - Page 258 of 302 and extinguished by any money judgment. The provisions of this Section constitute a distinct and severable agreement from the other contractual rights created by this Guaranty. 16.32.2. Indemnification. In addition, as additional consideration for the rights and benefits set forth in the Agreement, the Guarantor hereby agrees to indemnify the City, and its respective council members, officers, employees, agents, counsel and other advisors (each an "Indemnified Party"), against, and hold each of them harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel to an Indemnified Party (including allocated costs of internal counsel), which may be imposed on, incurred by, or asserted against any Indemnified Party, (i) in any way relating to or arising out of this Guaranty or the Guarantor's performance of the Guaranteed Obligations, (ii) in any way related to the Buyer's performance under the Agreement, or (iii) with respect to any investigation, litigation or other proceeding relating to any of the foregoing, irrespective of whether the Indemnified Party shall be designated a party thereto (the "Indemnified Liabilities"); provided that the Guarantor shall not be liable to any Indemnified Party for any portion of such Indemnified Liabilities to the extent they are found by a final decision of a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. If and to the extent that the foregoing indemnification is for any reason held unenforceable, the Guarantor agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. 16.32.3. Legal Defense. At the election of any Indemnified Party, the Guarantor shall defend such Indemnified Party using legal counsel satisfactory to such Indemnified Party in such Indemnified Party's sole discretion, at the sole cost and expense of the Guarantor. 16.32.4. Interest. Any amounts payable to the City under this Section, if not paid immediately upon demand, shall bear interest from the date of such demand until paid in full, at the highest rate permitted by law. 16.33. Survival. All covenants, agreements, representations and warranties made in this Guaranty survive the execution and delivery of this Guaranty, and shall continue in full force and effect so long as any Guaranteed Obligations remain unsatisfied. The Guaranteed Obligations shall be deemed to be unsatisfied until the City has released Guarantor from this Guaranty in writing pursuant to the Agreement. Without limiting the generality of the foregoing, the obligations of the Guarantor under Section 13 hereof shall survive the satisfaction of the Guaranteed Obligations. 16.34. Benefits of Agreement. This Guaranty is entered into for the sole protection and benefit of the City and its successors and assigns (if any), and no other party shall be a direct or indirect beneficiary of, or shall have any direct or indirect cause of action or claim in connection with, this Guaranty. The City, by its acceptance of this Guaranty, shall not have any obligations under this Guaranty to any party other than the Guarantor, and such obligations shall be limited to those expressly stated herein. ATTY/AGR/2020.257/REDWOOD CITY GREYSTAR PURCHASE & SALE AGREEMENT 1306 MAIN ST REV: 11-05-2020 VR 1199\11\2925009.5 J-14 261