Agmt20 Greystar GP II,LLC - 1306 Main Street

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ATTY/AGR/2020.257/REDWOOD CITY GREYSTAR PURCHASE AND SALE AGREEMENT 1306 MAIN STREET REV: 12-14-2020 VR Page 57 of 82 enforceability of this Guaranty shall continue even if the City alters any obligations under the Agreement; (4) any right to require the City to marshal assets in favor of the Buyer, the Guarantor, any other guarantor or any other party, to proceed against the Buyer, any other guarantor or any other party, to proceed against or exhaust any of the collateral or any other security held for the Guaranteed Obligations under California Civil Code §2845, 2850, 3433 (all as may be amended from time to time) or any similar statute, to give notice of the terms, time and place of any public or private sale of personal property security constituting the Collateral or comply with any other provisions of §9504 of the California Commercial Code (as may be amended from time to time) or any equivalent provision of any other applicable law, or to pursue any other right, remedy, power or privilege of the City whatsoever; (5) the defense that the statute of limitations bars any action hereunder or for the collection or performance of the Guaranteed Obligations; (6) any defense arising by reason of any lack of corporate or other authority or any other defense of the Buyer, the Guarantor or any other party; (7) any defense based upon the City's errors or omissions in the administration of the Guaranteed Obligations; (8) any rights to set-offs and counterclaims; (9) the Guarantor's rights of subrogation, reimbursement, indemnification, and contribution and any other rights and defenses that are or may become available to the Guarantor by reason of California Civil Code Sections 2787 to 2855, inclusive (as may be amended from time to time); (10) any rights or defenses the Guarantor may have in respect of its obligations as a guarantor or other surety by reason of any election of remedies by the City; (11) to the extent applicable, any rights or defenses the Guarantor may have because any portion of the Guaranteed Obligation is now or later may be secured by real property or an estate for years. These rights or defenses include, but are not limited to, any rights or defenses that are based upon, directly or indirectly, Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure (all as may be amended from time to time); (12) to the extent applicable, any rights or defenses that the Guarantor may have if the City provides (or is deemed to have provided) a loan to the Buyer secured by all or any portion of the Property. This means, among other things: (A) the City may collect from the Guarantor without first foreclosing on any real or personal property collateral pledged by the Buyer; and (B) if the City forecloses on any real property collateral pledged by the Buyer: (1) The amount of the Guaranteed Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and (2) the City may collect from the Guarantor even if the City, by foreclosing on the real property collateral, has destroyed any right the Guarantor may have to collect from the Buyer. To the extent applicable, this is an unconditional and irrevocable waiver of any rights and defenses the Guarantor