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expiration of an applicable cure period, and if permitted by its loan documents, to add the cost <br /> thereof to the mortgage debt and the lien of its mortgage. If the breach or default is with respect <br /> to construction of the Project or other Improvements, nothing contained in this Covenant shall be <br /> deemed to prohibit such Mortgagee, either before or after foreclosure or action in lieu thereof, <br /> from undertaking or continuing the construction or completion of the Project or other <br /> Improvements, provided that the Mortgagee notifies City in writing that it will complete the <br /> Project according to this Covenant and the Approved Plans and Specs. Any Mortgagee who <br /> shall properly complete the Project and achieve Stabilization shall be entitled, upon written <br /> request made to City,to issuance of a Certificate of Completion and a Certificate of Stabilization <br /> in accordance with Sections 7 and 8 above. <br /> 14.4 Provisions Surviving Termination. Upon termination of this Covenant, the <br /> indemnification obligation set forth in Section 6.4 shall remain with the parties then obligated <br /> thereunder, and such obligation shall not be assumed or deemed assumed by any subsequent <br /> owner of all or any portion of the Property. <br /> Section 15. Representations and Warranties. Each party hereby represents and <br /> warrants to the other that (a) it has full statutory right, power and authority to enter into this <br /> Covenant and perform in accordance with its terms and provisions; (b)the individuals signing <br /> this Covenant on its behalf have the authority to bind and to enter into this transaction; and (c)it <br /> has taken all requisite action to legally authorize the execution, delivery, and performance of this <br /> Covenant. <br /> Section 16. Miscellaneous. <br /> 16.1 Estoppel Certificates. The City and Developer shall at any time and from time to <br /> time, within fifteen (15) business days after written request by the other, execute, acknowledge <br /> and deliver, to the party requesting same or to any prospective mortgagee, assignee or subtenant <br /> designated by Developer, a certificate stating that (i)this Covenant is in full force and effect and <br /> has not been modified, supplemented or amended in any way, or if there have been <br /> modifications, identifying such modifications; and if this Covenant is not in force and effect, the <br /> certificate shall so state; and (ii)to its knowledge, all conditions under the Covenant have been <br /> satisfied by the City or Developer, as the case may be, and that no defenses or offsets exist <br /> against the enforcement of this Covenant by the other party, or, to the extent untrue, the <br /> certificate shall so state. The party to whom any such certificate shall be issued may rely on the <br /> matters therein set forth and thereafter the party issuing the same shall be estopped from denying <br /> the veracity or accuracy of the same. No such estoppel certificate issued by the City is effective <br /> unless it is signed by the Mayor of the City. <br /> 16.2 Entire Agreement. This Covenant, the City-Developer Agreements and any <br /> documents attached as exhibits thereto contain the entire agreement between the parties as to the <br /> subject matter hereof and supersedes all prior discussions and understandings between them with <br /> reference to such subject matter. <br /> 16.3 Modification. This Covenant may not be amended or rescinded in any manner <br /> except by an instrument in writing signed by a duly authorized representative of Developer and <br /> by the Mayor of the City. <br /> -19- <br /> 51083924.1 <br />