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5.A. - Page 260 of 302 <br />Guarantor, and (iv) the legal consequences to Guarantor of waiving such defenses. Guarantor <br />acknowledges that Guarantor makes this Guaranty with the intent that this Guaranty and all of the <br />informed waivers herein shall each and all be fully enforceable by the City, and that the City is <br />induced to enter into this transaction in material reliance upon the presumed full enforceability <br />thereof. <br />16.40. Time. Time is of the essence in the performance of this Guaranty by <br />Guarantor. References in this Guaranty to days shall be to calendar days. If the last day of any <br />period to give or reply to a notice, meet a deadline or undertake any other action occurs on a day <br />that is not a day of the week on which the City of Redwood City is open to the public for carrying <br />on substantially all business functions (a 'Business Day"), then the last day for giving or replying <br />to such notice, meeting such deadline or undertaking any such other action shall be the next <br />succeeding Business Day. In no event shall a Saturday or Sunday be considered a Business Day. <br />16.41. Severability. Whenever possible, each provision of this Guaranty shall be <br />interpreted in such manner as to be effective and valid under all applicable laws and regulations. <br />If, however, any provision of this Guaranty shall be prohibited by or invalid under any such law <br />or regulation in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform <br />to the minimum requirements of such law or regulation, or, if for any reason it is not deemed so <br />modified, it shall be ineffective and invalid only to the extent of such prohibition or invalidity <br />without affecting the remaining provisions of this Guaranty, or the validity or effectiveness of such <br />provision in any other jurisdiction. <br />16.42. Multiple Originals, Counterparts. This Guaranty may be executed in any <br />number of counterparts, each of which, when so executed and delivered, shall be deemed an <br />original, and all of which together shall constitute one and the same instrument. Delivery of this <br />Guaranty may be effectuated by hand delivery, mail, overnight courier or electronic <br />communication (including by PDF sent by electronic mail, facsimile or similar means of electronic <br />communication). Any signatures (including electronic signatures) delivered by electronic <br />communication shall have the same legal effect as physically delivered original signatures. <br />Remainder of Page Left Intentionally Blank <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 -l6 <br />263 <br />