Agmt14 Greystar GPII LLC Property Disposition Agreement

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506. Attorneys' Fees Should any action be brought arising out of this Agreement including, without limitation, any action for declaratory or injunctive relief, the prevailing party shall be entitled to reasonable attorneys' fees and costs and expenses of investigation incurred, including those incurred in appellate proceedings or in any action or participation in, or in connection with, any case or proceeding under Chapter 7, 11 or 13 of the Bankruptcy Code or any successor statutes, and any judgment or decree rendered in any such actions or proceedings shall include an award thereof For the purposes of this Agreement, all references to reasonably attorneys' fees and costs in reference to the City are intended to include the salaries, benefits and costs of the City Attorney, as City General Counsel, and the lawyers employed in the Office of the City Attorney who provide legal services regarding the particular matter, pro-rated to an hourly rate, in addition to any fees and costs of outside counsel to the City, 507. Estoppel Certificates The Developer may deliver written notice to the City requesting that the City execute and return an estoppel certificate (each, an "Estoppel Certificate") which has been requested and also may be relied upon by an Affiliate of the Developer or any prospective assignee of the Developer pursuant to Section 1032. The Estoppel Certificate shall be in form reasonably acceptable to the Developer and the requesting party and shall contain a certification by the City that to the City's current actual knowledge: (i) this Agreement is in full force and effect, or if applicable, has been fully performed and has terminated; (ii) this Agreement has not been amended or modified or, if so amended or modified, an identification of the amendments or modifications; (iii) no default exists in the performance of the Developer's or the City's respective obligations under this Agreement or, if the City or the Developer asserts (or has asserted) that the other party is in default, a brief explanation of the nature of the alleged default; and (iv) any other information regarding this Agreement and the transaction hereunder as may be reasonably requested. The City shall provide its signed Estoppel Certificate to the Developer or the Developer's designee within ten (10) days after receipt of the request, provided,however, that City either may (i) use the Deposit, if funds are available, or (ii) require Developer to deposit funds to reimburse the City for staff time and/or costs incurred in connection with the preparation of an Estoppel Certificate. The City Manager or the City Manager's designee shall be authorized to sign and deliver Estoppel Certificates on behalf of the City without further action by the City. 508. Interpretation The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement. The Section headings are for purposes of convenience only, and shall not be construed to limit or extend the meaning of this Agreement, As used herein, the singular shall include the plural (and vice versa); "herein," "hereto," "hereunder" and similar terms shall refer to this Agreement in its entirety; "include," "including" and similar terms shall ATTY/AGR/2014.197/RDW GREYSTAR PDA REV:10-01-14 PT&VR 824R3{)O017'102745 13 21