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2890662.3 20 <br />8.3 Notice of Default and Right to Cure. Whenever City delivers any notice of <br />default hereunder, City shall concurrently deliver a copy of such notice to each holder of record <br />of any mortgage or deed of trust secured by the Property provided that City has been provided <br />with the address for delivery of such notice. City shall have no liability to any such holder for <br />any failure by the City to provide such notice to such holder. Each such holder shall have the <br />right, but not the obligation, at its option, to cure or remedy any such default or breach. <br />Without limiting the foregoing, no Mortgagee (including any Mortgagee who obtains title <br />to Developer’s interest in the Property or any part thereof as a result of foreclosure proceedings <br />or transfer in lieu of foreclosure) shall be obligated by the provisions of this Agreement to <br />construct the Project unless Mortgagee expressly assumes such obligation by written notice to <br />City. Whether or not a Mortgagee elects to assume Developer’s obligation to construct the <br />Project, nothing in this Agreement shall be construed to permit such Mortgagee to construct any <br />improvements other than the Project authorized under this Agreement. If the Mortgagee elects to <br />assume Developer’s obligation to construct the Project, Mortgagee shall not be bound by the <br />Developer’s completion date, provided that, upon assuming such obligation. Mortgagee shall <br />diligently proceed to completion. If, after acquiring Developer’s interest in the Property, <br />Mortgagee elects not to assume Developer’s obligation to complete the Project, Mortgagee shall <br />so notify City with 90 days after Mortgagee’s acquisition of the Developer’s interest in the <br />Property, and Mortgagee shall use good faith efforts to sell such interest within six (6) months <br />after delivery of such notice to a developer who will construct the Project. <br />8.4 City Right to Cure Defaults. In the event of a breach or default by Developer <br />under a mortgage or deed of trust secured by the Property, City may cure the default, without <br />acceleration of the subject loan, following prior notice thereof to the holder of such instrument <br />and Developer. In such event, Developer shall be liable for, and City shall be entitled to <br />reimbursement from Developer for all costs and expenses incurred by City associated with and <br />attributable to the curing of the default or breach and such sum shall constitute a part of the <br />indebtedness secured by the Deed of Trust. <br />8.5 Holder to be Notified. Developer, for itself, its successors and assigns hereby <br />warrants and agrees that each term contained herein dealing with security financing and rights of <br />holders shall be either inserted into the relevant deed of trust or mortgage or acknowledged by <br />the holder prior to its creating any security right or interest in the Property. <br />8.6 Modifications to Agreement. City shall not unreasonably withhold their consent <br />to modifications of this Agreement requested by Project lenders or investors provided such <br />modifications do not alter City’s substantive rights and obligations under this Agreement. <br />8.7 Estoppel Certificates. Any Party shall, at any time, and from time to time, within <br />thirty (30) days after receipt of written request from the other Party, execute and deliver to such <br />Party a written statement certifying that, to the knowledge of the certifying Party: (i) this <br />Agreement is in full force and effect and a binding obligation of the Parties (if such be the case), <br />(ii) this Agreement has not been amended or modified, or if so amended, identifying the <br />42