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9. _Rights of Security Financing Interest lloldcrs: Subordination. Any rights of the City
<br />under this Agreement, including, but not limited to any exercise of the Option, shall not defeat,
<br />limit or render invalid any Security Financing Interest permitted by the Purchase Agreement. This
<br />Agreement is expressly made subject to and subordinate to any Security Financing Interest without
<br />the necessity of any further documentation evidencing such subordination. Notwithstanding the
<br />foregoing, upon the request of a Security Financing Interest Holder, the City shall execute a
<br />subordination agreement, in a form reasonably acceptable to the City, subordinating the City's
<br />rights hereunder to a Security Financing Interest.
<br />10. Default, Remedies. Upon a default by Owner under this Agreement, the City shall
<br />have the right to pursue any and all remedies available at law or at equity, including, but not limited
<br />to, specific performance. Owner acknowledges that any breach in Owner's performance of
<br />Owner's obligations under this Agreement shall cause irreparable harm to the City. Therefore,
<br />Owner agrees that the City is entitled to equitable relief in the form of specific performance upon
<br />the City's exercise of the Option, and that an award of damages may not be adequate to compensate
<br />the City for Owner's failure to perform according to the terms of this Agreement. Notwithstanding
<br />any provision of this Agreement to the contrary, Owner further agrees and acknowledges that the
<br />City shall have the right to immediately deliver the Option Notice upon any "Event of Default" as
<br />set forth in that certain Completion and Payment Guaranty dated as of January , 2022, made by
<br />Greystar Real Estate Partners, LLC, a Delaware limited liability company, in favor of the City. In
<br />the event of any conflict between the terms of the preceding sentence, and any other provision of
<br />this Agreement, the terms of the preceding sentence shall control.
<br />11. Further Documents. Upon the reasonable request of the other Party, each Party will
<br />execute, acknowledge and deliver or cause to be executed, acknowledged and delivered, such
<br />further instruments and documents as may be reasonably necessary in order to carry out the intent
<br />and purpose of this Agreement, including but not limited to, escrow instructions, the Grant Deed,
<br />and the assignment agreement described in Section 5, above.
<br />12. Covenants to Run With the Land. The City and Owner hereby declare their express
<br />intent that the covenants set forth in this Agreement shall run with the land, and shall bind all
<br />successors in title to the Property, provided, however, that on the expiration of the Term of this
<br />Agreement said covenants shall expire. Each and every contract, deed or other instrument hereafter
<br />executed covering or conveying the Property or any portion thereof shall be held conclusively to
<br />have been executed, delivered and accepted subject to such covenants and restrictions, regardless
<br />of whether such covenants or restrictions are set forth in such contract, deed or other instrument,
<br />unless the City expressly releases such conveyed portion of the Property from the requirements of
<br />this Agreement.
<br />13. Recording and Filing. The City and the Owner shall cause this Agreement, and all
<br />amendments and supplements to it, to be recorded against the Property in the Official Records.
<br />14. Execution of Other Agreements. The Owner agrees that it has not and will not
<br />execute any other agreement with provisions contradictory of, or in opposition to, the provisions
<br />of this Agreement, including, but not limited to, any Security Financing Interest documents, and
<br />that in any event, the provisions of this Agreement are paramount and controlling as between the
<br />Owner and the City as to the rights and obligations set forth herein.
<br />15. Governing Law. This Agreement shall be construed and interpreted in accordance
<br />with the laws of the State of California. In the event any legal action is commenced to interpret, or
<br />REV: 01-24-2022 SK
<br />ATTY/AGR.2022.011/GS HIP 1304 ECR, LP (Page 7 of 15)
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