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 58 of 82 may have if the Buyer's debt or obligation is (or becomes) secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure (all as may be amended from time to time); (13) to the extent applicable, all rights and defenses arising out of an election of remedies by the City, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Guaranteed Obligations, has destroyed the Guarantor's rights of subrogation and reimbursement against the principal by the operation of California Code of Civil Procedure Section 580d (as may be amended from time to time) or otherwise; (14) all rights and benefits which might otherwise be available to the Guarantor under California Civil Code Sections 2809, 2839, 2845, 2849, 2850, 2899, and 3433 (all as may be amended from time to time); and (15) without limiting the generality of the foregoing, to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating Guarantor or sureties, or which may conflict with the terms of this Guaranty, including, without limitation, any and all benefits that otherwise might be available to the Guarantor under California Civil Code Sections 1432, 2899 and 3433 and California Code of Civil Procedure Sections 580a, 580b, 580d and 726 (the Guarantor specifically agreeing that the "fair value" provisions of Code of Civil Procedure Section 580a shall not apply when determining the Guarantor's liability hereunder). (b) The Guarantor waives any and all notice of the acceptance of this Guaranty, and any and all notice of the creation, renewal, modification, extension or accrual of the Guaranteed Obligations, or the reliance by the City upon this Guaranty, or the exercise of any right, power or privilege hereunder. The Guaranteed Obligations shall conclusively be deemed to have been created, contracted, incurred and permitted to exist in reliance upon this Guaranty. The Guarantor waives promptness, diligence, presentment, protest, demand for payment, notice of default, dishonor or nonpayment and all other notices to or upon the Buyer, the Guarantor or any other party with respect to the Guaranteed Obligations. (c) In the event that, at any time and for any reason, any Guarantor's liability with respect to any Guaranteed Obligation constitutes only a portion of the applicable Guaranteed Obligation, the Guarantor hereby waives any right it might otherwise have under Section 2822 of the California Civil Code (as may be amended from time to time) to have the Buyer designate the portion of any such obligation to be satisfied in the event that the Buyer provides partial satisfaction of such obligation. The Guarantor acknowledges and agrees that the Buyer has already agreed with the City that in any such event the designation of the portion of the obligation to be satisfied shall, to the extent not expressly made by the terms of the Agreement, be made by the City rather than the Buyer. (d) The obligations of the Guarantor hereunder are independent of and separate from the obligations of the Buyer and any other guarantor and upon the occurrence and during the continuance of any Buyer default, a separate action or actions may be brought against the Guarantor, whether or not the Buyer or any such other guarantor is joined therein or a separate action or actions are brought against the Buyer or any such other guarantor.