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 62 of 82 Section 10. Events of Default. The City may declare Guarantor to be in default under this Guaranty upon the occurrence of any of the following events (each an "Event of Default"): (a) Guarantor fails to perform any of its obligations under this Guaranty; or (b) Guarantor purports to revoke this Guaranty or this Guaranty becomes ineffective for any reason; or (c) Any representation or warranty made or given by Guarantor to the City proves to be false or misleading in any material respect; or (d) Guarantor becomes insolvent or the subject of any Insolvency Proceeding; provided, however, that an involuntary Insolvency Proceeding shall not be considered an Event of Default hereunder if it is either (a) consented to in writing by the City, or (b) has been dismissed within ninety (90) days of the filing thereof; or (e) Any Guarantor which is a trust dissolves or liquidates, or there is a change or substitution of any trustee of any such Guarantor not approved in writing by the City, or the trust agreement is revoked, modified, amended or supplemented; or (f) Any Guarantor which is a natural person dies; provided, however: (i) it shall not be an Event of Default hereunder if prior to the date which is sixty (60) days after the last day for filing a claim in the estate of such deceased party, the claim of the City shall have been accepted and approved by the court administering that estate and a plan satisfactory to the City shall have been approved by the court to ensure that sufficient assets will be available to pay that claim, if and when it matures; and (ii) nothing in this Agreement shall prevent the City from filing a claim and such supporting documentation as may be required in the estate of the deceased party. Following any Event of Default, the City may pursue any and all remedies available, at law or at equity, against the Guarantor. Section 11. Further Assurances. So long as any Guaranteed Obligations shall remain unsatisfied, the Guarantor will execute, acknowledge, deliver, file, notarize and register at its own expense all such further agreements, instruments, certificates, documents and assurances and perform such acts as the City shall deem necessary or appropriate to effectuate the purposes of this Guaranty, and promptly provide the City with evidence of the foregoing satisfactory in form and substance to it. Section 12. Notices. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing and shall be mailed, sent or delivered: (a) if to the City, at or to its address set forth in the Agreement; and (b) if to the Guarantor, at or to its addresses set forth below its name on the signature page hereof, or at or to such other address as such party shall have designated in a written notice to the other party. All such notices and communications shall be effective: (1) if delivered by hand, upon delivery; (2) if sent by mail, upon the earlier of the date of receipt or seventy-two (72) hours after deposit in the mail, first class (or air mail, with respect to communications to be sent to or from the United States), postage prepaid; (3) if delivered by reputable overnight delivery service, upon the earlier of the date of receipt or twenty-four (24) hours following deposit with such service.