RecDoc 2022-011757 1304 El Camino Real

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With copy to: Investor Limited Partner c/o RSEP Holding, LLC 1100 Superior Avenue, Suite 1640 Cleveland, OH 44114 21. Time. In all matters under this Agreement, the Parties agree that time is of the essence. References in this Agreement to days shall be to calendar days. If the last day of any period to give or reply to a notice, meet a deadline or undertake any other action occurs on a day that is not a day of the week on which the City of Redwood City is open to the public for carrying on substantially all business functions (a "Business Day"), then the last day for giving or replying to such notice, meeting such deadline or undertaking any such other action shall be the next succeeding Business Day. In no event shall a Saturday or Sunday be considered a Business Day. 22. Entire Agreement. This Agreement, in conjunction with the Purchase Agreement (to the extent applicable), constitutes the sole understanding of the Parties with respect to the subject matter of this Agreement, and may not be amended or modified except in writing signed by the Parties. The Parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party (including, but not limited to Civil Code Section 1654, as may be amended from time to time) shall not apply to the interpretation of this Agreement. 23. Conflict Among Documents. In the event of any conflict between the terms of this Agreement, and the terms of the Purchase Agreement, the terms of this Agreement shall control. 24. No Waiver. Neither the failure of the City to insist upon strict performance of any of the covenants and agreements of this Agreement, nor the failure by the City to exercise any rights or remedies granted to the City under the terms of this Agreement shall be deemed a waiver or relinquishment of: (i) any covenant contained in this Agreement, or of any of the rights or remedies of the City under this Agreement; or (ii) the right in the future of the City to insist upon and to enforce by any appropriate legal remedy a strict compliance with all of the covenants and conditions of this Agreement. 25. Severability. Should any provision or portion of this Agreement be declared invalid or in conflict with any applicable law, the validity of all other provisions and portions hereof shall remain unaffected and in full force and effect. 26. Attorneys' Fees. In the event of any action or proceeding at law or in equity between the Parties to enforce any provision of this Agreement or to protect or establish any right or remedy of either party hereunder, the unsuccessful Party to such litigation shall pay to the prevailing Party all costs and expenses, including reasonable attorneys' fees incurred therein by such prevailing party, and if such prevailing party shall recover judgment in any such action or proceeding, such costs, expenses and attorneys' fees shall be included in and as a part of such judgment. 27. Indemnity. In addition to Greystar's obligations under the Purchase Agreement, the Owner shall indemnify, defend and hold the City, its council members, officers, representatives, agents, assigns and employees, harmless against any and all claims, suits, actions, losses and liability of every kind, nature and description made against it and expenses (including reasonable attorneys' fees) which arise out of or in connection with this Agreement, including, but not limited to the violation of the representation and warranties set forth above, except to the extent such claim arises from the grossly negligent or willful misconduct of the City. The provisions of this Section REV: 01-24-2022 SK ATTY/AGR.2022.011/GS HIP 1304 ECR, LP (Page 9 of 15)