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of trust beneficiary, or mortgagee ("Mortgagee"), who acquires title or possession to the Property, <br />or any portion thereof, by foreclosure, trustee's sale, deed in lieu of foreclosure, or otherwise. <br />Section 7.2. Mortgagee Not Obligated. Notwithstanding the provisions of Section 7.1 <br />above, no Mortgagee shall have any obligation or duty under this Agreement to construct or <br />complete the construction of the Project, or any portion thereof, or to guarantee such construction <br />or completion; provided, however, that a Mortgagee shall not be entitled to devote the Property to <br />any use except in full compliance with the Project Approvals and this Agreement nor to construct <br />any improvements thereon or institute any uses other than those uses and improvements provided <br />for or authorized by the Project Approvals and this Agreement. <br />Section 7.3 Notice of Default to Mortgagee; Right to Cure. With respect to any <br />Mortgage granted by Developer as provided herein, then so long as any such Mortgage shall <br />remain unsatisfied of record, the following provisions shall apply: <br />A. -City, upon serving Developer any Notice of Default (as defined in Section <br />11.I), shall also serve a copy of such Notice upon any Mortgagee at the address provided to City, <br />and no Notice by City to Developer hereunder shall affect any rights of a Mortgagee unless and <br />until a copy thereof has been so served on such Mortgagee; provided, however, that failure so to <br />deliver any such Notice shall in no way affect the validity of the Notice sent to Developer as <br />between Developer and City. <br />B. In the event of a Default (as defined in Section 11.1) by Developer, any <br />Mortgagee shall have the right to remedy, or cause to be remedied, such Default within sixty (60) <br />days following the later to occur of (1) the date of Mortgagee's receipt of the Notice referred to in <br />Section 7.3.A above, or (2) the expiration of the period provided herein for Developer to remedy <br />or cure such Default, and City shall accept such performance by or at the insistence of the <br />Mortgagee as if the same had been timely made by Developer; provided, however, that (1) if such <br />Default is not capable of being cured within the timeframes set forth in this Section 7.3.8 and <br />Mortgagee commences to cure the Default within such timeframes, then Mortgagee shall have <br />such additional time as is required to cure the Default so long as Mortgagee diligently prosecutes <br />the cure to completion and (2) if possession of the Property (or portion thereof) is required to <br />effectuate such cure or remedy, the Mortgagee shall be deemed to have timely cured or remedied <br />if it commences the proceedings necessary to obtain possession thereof within sixty (60) days after <br />receipt of the copy of the Notice, diligently pursues such proceedings to completion, and, after <br />obtaining possession, diligently completes such cure or remedy. <br />C. Any Notice or other communication which City shall desire or is required <br />to give to or serve upon the Mortgagee shall be in writing and shall be served in the manner set <br />forth in Section 13.5, addressed to the Mortgagee at the address provided by Mortgagee to City. <br />Any Notice or other communication which Mortgagee shall give to or serve upon City shall be <br />deemed to have been duly given or served if sent in the manner and at City's address as set forth <br />in Section 13.5, or at such other address as shall be designated by City by Notice in writing given <br />to the Mortgagee in like manner. <br />27 <br />AM/AGR/2024.193-GATEKEEPER DA --1900 BROADWAY <br />REV: 10-22-24 VR <br />