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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 55 of 82
<br />performance of the Guaranteed Obligations, or any assignment or other transfer, in whole or in
<br />part, of the City's interests in and to any of the Collateral or other collateral securing the Guaranteed
<br />Obligations;
<br />(5) any claim, defense, counterclaim or setoff, other than that of prior
<br />performance, that the Buyer, the Guarantor, any other guarantor or other party may have or assert,
<br />including any defense of incapacity, lack of authority, death or disability of the Buyer, Guarantor
<br />or any other person or entity, or the lack of corporate or any other authority to execute the
<br />Agreement;
<br />(6) the City's amendment, modification, renewal, extension,
<br />cancellation or surrender of any portion of the Agreement, any Guaranteed Obligations, any
<br />collateral for the Guaranteed Obligations or other collateral securing the Guaranteed Obligations;
<br />(7) the City's exercise or nonexercise of any power, right or remedy with
<br />respect to any of the collateral for the Guaranteed Obligations, or any other collateral securing any
<br />of the Guaranteed Obligations, including the City's compromise, release, settlement or waiver
<br />with, or of, the Buyer, the Guarantor, any other guarantor or any other party;
<br />(8) the City's vote, claim, distribution, election, acceptance, action or
<br />inaction in any bankruptcy case related to the Guaranteed Obligations;
<br />(9) any impairment or invalidity of any of the collateral for the
<br />Guaranteed Obligations or any other collateral securing any of the Guaranteed Obligations or any
<br />failure to perfect any of the City's liens thereon or therein;
<br />(10) any other guaranty, whether by the Guarantor or any other party, of
<br />all or any part of the Guaranteed Obligations or any other indebtedness, obligations or liabilities
<br />of the Buyer to the City; and
<br />(11) the revocation or repudiation hereof by the Guarantor or the
<br />revocation or repudiation by the Buyer of the Agreement.
<br />(e) In the event of: (1) dissolution of the Guarantor; or (2) the commencement
<br />of any liquidation, reorganization, receivership, bankruptcy, assignment for the benefit of
<br />creditors, or other similar proceeding by or against the Guarantor, the City shall have the right to
<br />file a claim against the Guarantor for the monetary value of the outstanding Guaranteed
<br />Obligations due under this Guaranty.
<br />Section 3. Consents of the Guarantor. The Guarantor hereby unconditionally consents
<br />and agrees that, without notice to or further assent from the Guarantor:
<br />(a) the time for the Buyer's (or any other party's) performance of or compliance
<br />with any term, covenant or agreement on its part to be performed or observed under the Agreement
<br />may be extended, or such performance or compliance waived, or failure in or departure from such
<br />performance or compliance consented to, all in such manner and upon such terms as the City may
<br />deem proper;
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