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subsidiary or affiliate, it being understood that Pacific Shores is a limited partnership formed for the purpose of owning the Property. Nothing contained in this section shall be construed to limit the exercise or enforcement, in accordance with the terms of this Agreement and any other documents referred to herein, of rights and remedies against the limited partnership or the general partner or any other general partner of Pacific Shores or the assets of the limited partnership or the corporate managing general partner or any other general partner of Pacific Shores. As used in this section, "affiliate" means any other person controlling, controlled by or under direct or indirect common control with such person; "person" means any individual, corporation, partnership, limited liability company, private limited company,joint venture, association joint-stock company, trust, unincorporated association, organ of government or any agency or political subdivision thereof; and control," when used with any specified person, means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled' have meanings correlative to the foregoing. 27. Estoppel Certificate. (a) Pacific Shores may at any time deliver written notice to City requesting City to certify in writing that: (i) This Agreement is in full force and effect and a binding obligation of the parties; (ii) This Agreement has not been amended or modified either orally or in writing, or if so amended, identifying the amendments; and (iii) Pacific Sho.res is not in default in the performance of its obligations under this Agreement, or if in default, describing the nature and amount of those defaults. (b) City shall execute and return the certificate within 30 days following receipt of that notice. The Planning Director is authorized to execute any estoppel certificate requested by Pacific Shores. An estoppel certificate obtained under this section may be relied upon by transferees and Mortgagees. 28. Mortgagee Protection; Certain Rights of Cure. (a) This Agreement is superior and senior to any lien placed upon the Property, or any portion thereof, including the lien of any Mortgage. Notwithstanding the foregoing, no breach of this Agreement defeats, renders invalid, diminishes or impairs the lien of any Mortgage made in good faith and for value, but all of the terms and conditions contained in this Agreement are binding upon and effective against any person (including any Mortgagee) who acquires title to the Property, or any portion thereof, by foreclosure, trustee's sale, deed in lieu of foreclosure, or otherwise. K:\DOC\0002\0033\AGR\CIIY.DA6 �� 29-Oec-1998 AT 15:00