RecDoc 2022-044661 CONF TRS Elco Yards, Inc.

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"control", "controlling", or "common control" shall mean ownership of at least 20% of the interest in the entity and the power to direct the day-to-day affairs or management of the entity. Owner and the entity to whom the rights are to be assigned must sign an assignment and assumption agreement and Owner must provide the City with a signed copy of an assignment and assumption agreement. 6.6 Enforcement by the Ci!y. If the Owner fails to perform any obligation under this Agreement, and fails to cure the default within thirty (3 0) days after the City has notified the Owner in writing of the default or, if the default cannot be cured within thirty (30) days, failed to commence to cure within thirty (30) days and thereafter diligently pursue such cure, the City may bring an action at law or in equity to compel the Owner's performance of its obligations under this Agreement, and/or for damages. 6.7 Attorney's Fees and Costs. In any action brought to enforce this Agreement, the prevailing party shall be entitled to all costs and expenses of suit, including reasonable attorneys' fees. This Section shall be interpreted in accordance with California Civil Code Section 1717 and judicial decisions interpreting that statute. 6.8 Recording and Filing. The City and the Owner shall cause this Agreement, and all amendments and supplements to it, to be recorded against the Project in the Official Records of the County of San Mateo prior to any liens, deeds of trust or other instruments securing any monetary obligation of the Owner or recorded against the Project. This Agreement shall not be subordinated to any liens, deeds of trust or other instruments recorded against the Project and shall survive and remain effective as against any transferee acquiring the Project as a result of any foreclosure or deed in lieu of foreclosure. 6.9 Governing Law and Venue. This Agreement shall be governed by the laws of the State of California. Venue shall be the County of San Mateo. 6.10 Amendments. This Agreement may be amended only by a written instrument executed by all the parties hereto or their successors in title, and duly recorded in the real property records of the County of San Mateo, California. 6.11 Notice. Formal notices, demands, and communications between the City and the Owner shall be sufficiently given if and shall not be deemed given unless dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered by express delivery service, return receipt requested, or delivered personally, to the principal office of the City and the Owner as follows: If to the Owner: IQHQ TRS Elco Yards, Inc. c/o IQHQ, Inc. 674 Via de la Valle, Suite 206 Solana Beach, CA 92075 Attn: Legal Department Email: legal(@, ighgreit.com REV: 04-07-2022 SK ATTY/AGR.2022.066/IQHQ TRS Elco Yards, Inc. (Page 13 of 19)