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 64 of 82 (c) Legal Defense. At the election of any Indemnified Party, the Guarantor shall defend such Indemnified Party using legal counsel satisfactory to such Indemnified Party in such Indemnified Party's sole discretion, at the sole cost and expense of the Guarantor. (d) Interest. Any amounts payable to the City under this Section, if not paid immediately upon demand, shall bear interest from the date of such demand until paid in full, at the highest rate permitted by law. Section 15. Survival. All covenants, agreements, representations and warranties made in this Guaranty survive the execution and delivery of this Guaranty, and shall continue in full force and effect so long as any Guaranteed Obligations remain unsatisfied. The Guaranteed Obligations shall be deemed to be unsatisfied until the City has released Guarantor from this Guaranty in writing pursuant to the Agreement. Without limiting the generality of the foregoing, the obligations of the Guarantor under Section 13 hereof shall survive the satisfaction of the Guaranteed Obligations. Section 16. Benefits of Agreement. This Guaranty is entered into for the sole protection and benefit of the City and its successors and assigns (if any), and no other party shall be a direct or indirect beneficiary of, or shall have any direct or indirect cause of action or claim in connection with, this Guaranty. The City, by its acceptance of this Guaranty, shall not have any obligations under this Guaranty to any party other than the Guarantor, and such obligations shall be limited to those expressly stated herein. Section 17. Binding Effect; Continued Existence; Assignment. This Guaranty shall be binding upon the Guarantor and its successors and assigns, and inure to the benefit of and be enforceable by the City and its successors, endorses, transferees and assigns. Notwithstanding the preceding sentence, the Guarantor hereby agrees and acknowledges that as long as this Guaranty is in effect, the Guarantor shall not dispose of all or substantially all of its assets. The Guarantor further agrees and acknowledges that the Guarantor shall not have the right to assign or transfer their rights and obligations hereunder without the prior written consent of the City. Section 18. Governing Law; Venue. This Guaranty shall be governed by, and construed in accordance with, the laws of the State of California. In the event any legal action is commenced to interpret, or to enforce, the terms of this Guaranty, or to collect any amount owed as a result of any breach thereof, the venue for such action shall be the Superior Court of the County of San Mateo. Section 19. Entire Agreement; Amendments and Waivers. This Guaranty constitutes the entire agreement of the Guarantor with respect to the matters set forth herein and supersedes any prior agreements, commitments, drafts, communications, discussions and understandings, oral or written, with respect thereto. There are no conditions to the full effectiveness of this Guaranty. This Guaranty may not be amended except by a writing signed by the Guarantor and the City. No waiver of any rights of the City under any provision of this Guaranty or consent to any departure by any Guarantor therefrom shall be effective unless in writing and signed by the City. Any such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.