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S.A. - Page 259 of 302 16.35. Binding Effect; Continued Existence; Assigranent. This Guaranty shall be binding upon the Guarantor and its successors and assigns, and inure to the benefit of and be enforceable by the City and its successors, endorses, transferees and assigns. Notwithstanding the preceding sentence, the Guarantor hereby agrees and acknowledges that as long as this Guaranty is in effect, the Guarantor shall not dispose of all or substantially all of its assets. The Guarantor further agrees and acknowledges that the Guarantor shall not have the right to assign or transfer their rights and obligations hereunder without the prior written consent of the City. 16.36. Governing Law, Venue. This Guaranty shall be governed by, and construed in accordance with, the laws of the State of California. In the event any legal action is commenced to interpret, or to enforce, the terms of this Guaranty, or to collect any amount owed as a result of any breach thereof, the venue for such action shall be the Superior Court of the County of San Mateo. 16.37. Entire Agreement; Amendments and Waivers. This Guaranty constitutes the entire agreement of the Guarantor with respect to the matters set forth herein and supersedes any prior agreements, commitments, drafts, communications, discussions and understandings, oral or written, with respect thereto. There are no conditions to the full effectiveness of this Guaranty. This Guaranty may not be amended except by a writing signed by the Guarantor and the City. No waiver of any rights of the City under any provision of this Guaranty or consent to any departure by any Guarantor therefrom shall be effective unless in writing and signed by the City. Any such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 16.38. Interpretation. This Guaranty is the result of negotiations between and have been reviewed by counsel to the City and the Guarantor, and are the product of the parties hereto. Accordingly, this Guaranty shall not be construed against the City merely because of the City's involvement in the preparation thereof. The Guarantor and the Guarantor's counsel have read and reviewed this Guaranty and agree that any rule of construction (including but not limited to Civil Code Section 1654, as may be amended from time to time) to the effect that ambiguities are to be resolved against the drafting party shall not apply to the interpretation of this Guaranty. 16.39. Enforceability. Guarantor acknowledges that, prior to the Effective Date, Guarantor has had adequate opportunity to carefully read this Guaranty and to seek and receive legal advice from skilled legal counsel of Guarantor's choice in the area of financial transactions of the type contemplated herein prior to signing this Guaranty. Guarantor hereby acknowledges that: (a) the obligations undertaken by Guarantor in this Guaranty are complex in nature, (b) numerous possible defenses to the enforceability of these obligations may presently exist and/or may arise hereafter, and (c) as part of the City's consideration for entering into the transaction contemplated by the Agreement, the City has specifically bargained for the waiver and relinquishment by Guarantor of all such defenses. Given all of the above, Guarantor does hereby represent and confirm to the City that Guarantor is fully informed regarding, and that Guarantor does thoroughly understand: (i) the nature of such possible defenses, (ii) the circumstances under which such defenses may arise, (iii) the benefits which such defenses might confer upon ATTY/AGR/2020.257/REDWOOD CITY GREYSTAR PURCHASE & SALE AGREEMENT 1306 MAIN ST REV: 11-05-2020 VR 1199\11\2925009.5 J-15 262