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<br />ATTY/AGR/2020.257/REDWOOD CITY GREYSTAR PURCHASE AND SALE AGREEMENT 1306 MAIN STREET
<br />REV: 12-14-2020 VR
<br />Page 54 of 82
<br />involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated,
<br />determined or undetermined, and whether recovery upon such indebtedness, liabilities and
<br />obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim
<br />under the Bankruptcy Code or other applicable law. The foregoing indebtedness, liabilities and
<br />other obligations of the Guarantor, set forth in this Section 1, and all other indebtedness, liabilities
<br />and obligations to be paid and/or performed by the Guarantor in connection with this Guaranty
<br />(including any and all amounts due under Section 12 hereof), shall hereinafter be collectively
<br />referred to as the "Guaranteed Obligations."
<br />Section 2. Liability of the Guarantor. The liability of the Guarantor under this
<br />Guaranty shall be irrevocable, absolute, independent and unconditional, and shall not be affected
<br />by any circumstance which might constitute a discharge of a surety or the Guarantor other than the
<br />indefeasible payment and performance in full of all Guaranteed Obligations. In furtherance of the
<br />foregoing and without limiting the generality thereof, the Guarantor agrees as follows:
<br />(a) the Guarantor's liability hereunder shall be the immediate, direct, and
<br />primary obligation of the Guarantor and shall not be contingent upon the City's exercise or
<br />enforcement of any remedy it may have against Buyer or any other person, or against any collateral
<br />for the Guaranteed Obligations, if any, (collectively, the "Collateral") or other security for any
<br />Guaranteed Obligations;
<br />(b) the City may enforce this Guaranty upon the occurrence of the Replacement
<br />Unit Completion Default;
<br />(c) the Guarantor's payment of a portion, or the Guarantor's performance of a
<br />portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge
<br />the Guarantor's liability for any portion of the Guaranteed Obligations remaining unsatisfied; and
<br />(d) the Guarantor's liability with respect to the Guaranteed Obligations shall
<br />remain in full force and effect without regard to, and shall not be impaired or affected by, nor shall
<br />the Guarantor be exonerated or discharged by, any of the following events:
<br />(1) any insolvency, bankruptcy, reorganization, arrangement,
<br />adjustment, composition, assignment for the benefit of creditors, liquidation, winding up or
<br />dissolution of the Buyer, the Guarantor, any other guarantor or any other person;
<br />(2) the liability of the Buyer, the Guarantor, any other guarantor or any
<br />other person for any Guaranteed Obligations due to any statute, regulation or rule of law, or any
<br />genuineness, invalidity or unenforceability in whole or in part of any of the Guaranteed Obligations
<br />or the Agreement;
<br />(3) any merger, acquisition, consolidation or change in structure of the
<br />Buyer, the Guarantor or any other guarantor or person, or any sale, lease, transfer or other
<br />disposition of any or all of the assets or membership interests of the Buyer, the Guarantor, any
<br />other guarantor or other person;
<br />(4) any assignment or other transfer, in whole or in part, of the City's
<br />interests in and rights under this Guaranty or the Agreement, including the City's right to receive
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