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the other Project Approvals within the same period as Project Owner has to remedy or cause to
<br /> be remedied any default or breach, plus an additional period of (A) thirty (30) days to cure a
<br /> default or breach by Property Owner to pay any sum of money required to be paid hereunder,
<br /> and (B) ninety (90) days to cure or commence cure of a non monetary default or breach and
<br /> thereafter to pursue such cure diligently to completion. If the breach or default is with respect to
<br /> the construction of the improvements on the Property, nothing contained in this subsection or
<br /> elsewhere in this Agreement shall be deemed to permit or authorize such Mortgagee, either
<br /> before or after foreclosure or action in Lieu thereof or other remedial measure, to undertake or
<br /> continue the construction or completion of the improvements (beyond the extent necessary to
<br /> conserve or protect improvements or construction already made) without first having expressly
<br /> assumed the obligation to City, by written agreement reasonably satisfactory to City, to complete
<br /> in the manner provided in this Agreement and the other Project Approvals, the improvements on
<br /> the Property or the part thereof to which the lien or title of such Mortgagee relates.
<br /> 10.6 Multiple Mortgagees. If at any time there is more than one Mortgage constituting
<br /> a lien on any portion of the Property, the lien of the Mortgagee prior in lien to all others on that
<br /> portion of the mortgaged property shall be vested with the rights under this Article 10, to the
<br /> exclusion of the holder of any junior Mortgage; provided that if the holder of the senior
<br /> Mortgage notifies City that it elects not to exercise the rights set forth in this Section, then each
<br /> holder of a Mortgage junior in lien in the order of the priority of their respective liens shall have
<br /> the right to exercise those rights to the exclusion of junior lien holders. Neither any failure by
<br /> the senior Mortgagee to exercise its rights under this Agreement nor any delay in the response of
<br /> a Mortgagee to any notice by City shall extend Property Owner's or any Mortgagee's rights under
<br /> this Article 10. For purposes of this Article, in the absence of an order of a court of competent
<br /> jurisdiction that is served on the City, a then current title report of a title company licensed to do
<br /> business in the State of California and having an office in the County setting forth the order of
<br /> priority of lien of the Mortgages may be reasonably relied upon by City as evidence of priority.
<br /> 10.7 Definitions. For purposes of this Agreement, the following terms shall have the
<br /> meanings given below:
<br /> (a) "Mortgage" shall mean any mortgage, deed of trust, sale and Leaseback
<br /> arrangement, fmancing lease, indenture, trust agreement. reimbursement agreement, certificate of
<br /> participation, collateral assignment, or other agreement, certificate, or instrument (including,
<br /> without limitation, any derivative agreement, swap, hedge, forward purchase, bond security, or
<br /> any other instrument relating to any of the foregoing), or any other transaction creating or
<br /> evidencing a security interest in, encumbrance upon, securitization of, or lien against (a) the
<br /> Property or any portion thereof or interest therein, (b) this Agreement or the other Project
<br /> Approvals. or any interest of Property Owner therein, (c) any ownership interest in or security of
<br /> Property Owner in the Property, or (d) any income, rentals, revenue, profits, or other proceeds
<br /> derived from Property Owners ownership, operation, leasing, sale, or transfer of the Property or
<br /> any of the improvements thereon, any portion thereof, or any interest therein, whether as security
<br /> for the repayment of a loan or other performance of any obligation or as the creation of fractional
<br /> undivided interests that are sold or pledged, directly or indirectly, or that are negatively pledged,
<br /> in order to finance, or refinance, directly or indirectly, any costs of Property Owner's incurred in
<br /> connection with Property Owner's development of the Property under this Agreement and the
<br /> other Project Approvals.
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