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26. Specific Performance. Owner acknowledges that any breach in the performance of its obligations under this Agreement shall cause irreparable harm to the City. Owner agrees that the City is entitled to equitable relief in the form of specific performance upon its exercise of the Option, and that an award of damages shall not be adequate to compensate the City for Owner's failure to perform according to the terms of this Agreement. 27. Rights of Institutional Mortgagees. For purposes of this Agreement, an "institutional" Mortgagee is a first Mortgagee that is: (i) a federally or state chartered or licensed bank or savings and loan association; (ii) a mortgage company or other entity chartered or licensed under Applicable Laws whose principal business is lending money on the security of real property or investing in such loans; (iii) an insurance company; (iv) a federal or State agency or instrumentality including, without limitation, the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation; or (v) an insurer or governmental guarantor of a first Mortgage including the Federal Housing Administration and the Veterans Administration. A "first Mortgage" or "first Mortgagee" is one having a priority as to all other Mortgages encumbering the same Condominium or other portions of the Development. Notwithstanding any other provision hereof, the provisions of this Agreement shall be subordinate to the lien of an Institutional Mortgagee's deed of trust and shall not impair the rights of the Institutional Mortgagee, or such Institutional Mortgagee's assignee or successor in interest, to exercise its remedies underthe Institutional Mortgagee deed of trust in the event of default under the Institutional Mortgagee deed of trust by the Owner. Such remedies under the Institutional Mortgagee deed of trust include the right of foreclosure audicW or non judicial) or acceptance of a deed or assignment in lieu of foreclosure. The exercise of these remedies does not in any manner trigger the City's Option Rights and the City is not entitled to any proceeds from any sale or transfer of the Properly. After such foreclosure or acceptance of a deed in lieu of foreclosure this Agreement shall be forever terminated and shall have no further effect as to the Property or any transferee thereafter. SIGNATURES ON NEXT PAGE 783016-1 8