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including but not limited to reasonable attorneys" fees, incurred in reviewing instruments and other legal documents proposed to effect a Transfer of this Agreement, the Property, or the Project, or part thereof, and in reviewing the qualifications and financial resources of a proposed successor, assignee, or transferee. ARTICLE IX SECURITY FINANCING AND RIGHTS OF MORTGAGEES 9 1 Mortgages and Deeds of Trust for Development Mortgages and deeds of trust, or any other reasonable security instrument are permitted to be placed upon the Property only for the purpose of securing loans for the purpose of financing the acquisition of a leasehold interest in the Property, the design and construction of the Improvements, and other expenditures reasonably necessary for development of the Property pursuant to this Agreement. Developer shall not enter into any conveyance for such financing that is not contemplated in the Financing Plan as it may be updated with City approval, without the prior written approval of the City's Authonzed Representative or his or her designee. As used herein, the terms "mortgage" and "deed of trust" shall mean any secunty instrument used in financing real estate acquisition, construction and land development. 9.2 Subordination. The City agrees that City will not withhold consent to reasonable requests for subordination of the City HOME Deed of Trust, the Deed of Trust and Regulatory Agreement to deeds of trust provided for the benefit of lenders providing financing for the Project that are identified in the approved Financing Plan as it may be updated with City approval, provided that the instruments effecting such subordination include reasonable protections to the City in the event of default, including without limitation, extended notice and cure nghts and the nghts set forth in Section 9 6 below. 9.3 Holder Not Obligated to Construct. The holder of any mortgage or deed of trust authonzed by this Agreement shall not be obligated to complete construction of the Improvements or to guarantee such completion. Nothing in this Agreement shall be deemed to permit or authonze any such holder to devote the Property or any portion thereof to any uses, or to construct any improvements thereon, other than those uses or improvements provided for or authonzed by this Agreement 9 4 Notice of Default and Right to Cure Whenever City delivers any notice of default hereunder, City shall concurrently deliver a copy of such notice to each holder of record of any mortgage or deed of trust secured by the Property or the Improvements, provided that City has been provided with the address for delivery of such notice. City shall have no liability to any such holder for any failure by the City to provide such notice to such holder. Each such holder shall have the nght, but not the obligation, at its option, to cure or remedy any such default or breach within the cure penod provided to Developer extended by an additional sixty (60) days In the event that possession of the Property or the Improvements (or any portion thereof) is required to effectuate such cure or remedy, the holder shall be deemed to have timely cured or remedied the default if it commences the proceedings necessary to obtain possession of the Property or Improvements, as applicable, within the applicable cure penod, diligently pursues such proceedings to completion, and after obtaining possession, diligently completes such cure OAK#4822-6539-6013 v5 28