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5.A. - Page 269 of 302 9. Rights of Security Financing Interest Holders; Subordination. Any rights of the City under this Agreement, including, but not limited to any exercise of the Option, shall not defeat, limit or render invalid any Security Financing Interest permitted by the Purchase Agreement. This Agreement is expressly made subject to and subordinate to any Security Financing Interest without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, upon the request of a Security Financing Interest Holder, the City shall execute a subordination agreement, in a form reasonably acceptable to the City, subordinating the City's rights hereunder to a Security Financing Interest. 10. Default; Remedies. Upon a default by Owner under this Agreement, the City shall have the right to pursue any and all remedies available at law or at equity, including, but not limited to, specific performance. Owner acknowledges that any breach in Owner's performance of Owner's obligations under this Agreement shall cause irreparable harm to the City. Therefore, Owner agrees that the City is entitled to equitable relief in the form of specific performance upon the City's exercise of the Option, and that an award of damages may not be adequate to compensate the City for Owner's failure to perform according to the terms of this Agreement. Notwithstanding any provision of this Agreement to the contrary, Owner further agrees and acknowledges that the City shall have the right to immediately deliver the Option Notice upon any "Event of Default" as set forth in that certain Completion and Payment Guaranty dated as of , 20_, made by in favor of the City. In the event of any conflict between the terms of the preceding sentence, and any other provision of this Agreement, the terms of the preceding sentence shall control. 11. Further Documents. Upon the reasonable request of the other Party, each Party will execute, acknowledge and deliver or cause to be executed, acknowledged and delivered, such further instruments and documents as may be reasonably necessary in order to carry out the intent and purpose of this Agreement, including but not limited to, escrow instructions, the Grant Deed, and the assignment agreement described in Section 5, above. 12. Covenants to Run With the Land. The City and Owner hereby declare their express intent that the covenants set forth in this Agreement shall run with the land, and shall bind all successors in title to the Property, provided, however, that on the expiration of the Term of this Agreement said covenants shall expire. Each and every contract, deed or other instrument hereafter executed covering or conveying the Property or any portion thereof shall be held conclusively to have been executed, delivered and accepted subject to such covenants and restrictions, regardless of whether such covenants or restrictions are set forth in such contract, deed or other instrument, unless the City expressly releases such conveyed portion of the Property from the requirements of this Agreement. 13. Recording and Filing. The City and the Owner shall cause this Agreement, and all amendments and supplements to it, to be recorded against the Property in the Official Records. 14. Execution of Other Agreements. The Owner agrees that it has not and will not execute any other agreement with provisions contradictory of, or in opposition to, the provisions of this Agreement, including, but not limited to, any Security Financing Interest documents, and that in any event, the provisions of this Agreement are paramount and controlling as between the Owner and the City as to the rights and obligations set forth herein. ATTY/AGR/2020.257/REDWOOD CITY GREYSTAR PURCHASE & SALE AGREEMENT 1306 MAIN ST REV: 11-05-2020 VR 1199\1 1\2925009.5 25 272