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 59 of 82 (e) The Guarantor shall not have any right to require the City to obtain or disclose any information with respect to: (i) the financial condition or character of the Buyer or the ability of the Buyer to pay and perform the Guaranteed Obligations; (ii) the Guaranteed Obligations; (iii) the Collateral or other security for any or all of the Guaranteed Obligations; (iv) the existence or nonexistence of any other guarantees of all or any part of the Guaranteed Obligations; (v) any action or inaction on the part of the City or any other party; or (vi) any other matter, fact or occurrence whatsoever. Section 5. Waiver of Subrogation Rights. The Guarantor shall not have, shall directly or indirectly exercise, and hereby waives (a) any rights that it may acquire by way of subrogation under this Guaranty, by any payment hereunder or otherwise, (b) any rights of contribution, indemnification, reimbursement or similar suretyship claims arising out of this Guaranty, and (c) any other right which it might otherwise have or acquire (in any way whatsoever) which could entitle it at any time to share or participate in any right, remedy or security of the City as against the Buyer, whether in connection with the Agreement or otherwise. If any amount shall be paid to the Guarantor on account of the foregoing rights at any time when all the Guaranteed Obligations shall not have been paid in full, such amount shall be held in trust for the benefit of the City and shall forthwith be paid to the City to be credited and applied to the Guaranteed Obligations. Section 6. Bankruptcy. (a) Until all of the Guaranteed Obligations have been paid and/or performed in full, the Guarantor shall not, without the prior written consent of the City, commence, or join with any other person in commencing, any bankruptcy, reorganization, or insolvency proceeding against the Buyer. The obligations of the Guarantor under this Guaranty shall not be altered, limited, or affected by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation, or arrangement of the Buyer, or by any defense the Buyer may have by reason of any order, decree, or decision of any court or administrative body resulting from any such proceeding. No limitation upon or stay of the enforcement of any obligation of the Buyer by virtue of any such proceeding shall limit or stay the City's enforcement of Guarantor's payment or performance of such obligation under this Guaranty. In furtherance of the foregoing, the Guarantor agrees that if acceleration of the time for performance of any of Guaranteed Obligations is stayed for any reason, such Guaranteed Obligations which would be subject to acceleration shall nonetheless be deemed to be accelerated for purposes of this Guaranty. (b) The Guarantor shall file in any bankruptcy or other proceeding in which the filing of claims is required or permitted by law all claims that the Guarantor may have against the Buyer relating to any indebtedness of the Buyer to the Guarantor, and will upon request assign to the City all rights of any of the Guarantor thereunder. In all such cases, whether in administration, bankruptcy, or otherwise, the person or persons authorized to pay such claim shall pay to the City the amount payable on such claim. The Guarantor hereby assign to the City all of the Guarantor's rights to any such payments or distributions to which the Guarantor would otherwise be entitled; provided, however, that the Guarantor's obligations hereunder shall not be satisfied except to the extent that the City receives cash by reason of any such payment or distribution. If the City receives anything hereunder other than cash, the same shall be held as collateral for amounts due under this Guaranty.