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<br />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 (8) ninety (90) days to cure or commence cure of a non-rnonetary 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 rneasure, 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 Agreernent and the other Project Approvals, the irnprovements on
<br />the Property or the part thereof to which the lien or title of such Mortgagee relates.
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<br />10.6 Multiole Mortl!al!ees. If at any time there is more than one Mortgage constituting
<br />a lien on any ponion of the Property, the lien of the Mortgagee prior in lien to all others on that
<br />portion of the mongaged property shall be vested with the rights under this Article 10, to the
<br />exclusion of the holder of any junior Mongage; provided that if the holder of the senior
<br />Mongage notifies City that it elects not to exercise the rights set forth in this Section, then each
<br />holder of a Mongage 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 Mongagee 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 oflien of the Mongages may be reasonably relied upon by City as evidence of priority.
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<br />10.7 Definitions. For purposes of this Agreement, the following terms shall have the
<br />meanings given below:
<br />
<br />(a) "Mortgage" shall mean any mongage, deed of trust, sale and leaseback
<br />arrangement, fmancing lease, indenture, trust agreement, reimbursement agreement, certificate of
<br />participation, collateral assignment, or other agreement, cenificate, 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 ponion 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 Propeny Owner's 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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