ORIENT CORPORATION OF AMERICA, INC. (2)

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Financer shall have delivered written notice to the City of its intention to cure and shall have commenced to cure such default within sixty (60) days, and shall thereafter diligently prosecute such cure to completion. The City shall not terminate this Development Agreement by reason of the Developer's default without first serving, the Financer with notice of default and allowing the Financer that period to cure same as -specified in the first paragraph above, and such further period to foreclose or otherwise acquire the Property so long as the Financer notifies the City that it will commence foreclosure or other proceedings to acquire the Property, and thereafter diligently prosecutes same to completion. If a default by the Developer shall be cured by the Financer, the Financer shall not be obligated to continue any.foreclosure, possession or tither proceedings which it may have instituted. Should the Financer or any party claiming through the Financer succeed to the interest of the Developer in the Property,. or any portion thereof, the City shall recognize such party as the Developer and shall not disturb its use and enjoyment of the Property pursuant to this Development Agreement, provided that such, party cures any default by Developer which may be satisfied by the payment of money, and performs all of the obligations of Developer set forth in this Development Agreement which accrue thereafter. Breach of any of the covenants or restrictions contained in this Development Agreement shall not defeat or" render invalid the lien of any mortgage or deed of trust made in good faith and for value as to the Property or any part thereof or interest therein, whether or not said mortgage or deed of trust is subordi- nated to this Development Agreement; but unless otherwise herein provided, the terms, conditions, covenants, restrictions and reservations of this Development Agreement shall be binding and effective against the holder of any such mortgage or deed of trust and any owner of the Property, or any part thereof, whose title thereto is acquired by foreclosure, trustee's sale, or otherwise. 25. Cooperation in the Event of Legal Challenge. In the event of any legal action instituted by any third party challenging the validity or enforceability of any provision of this Development Agreement, the Plan, or any of the other Approvals for the Development, as the same may be amended from time to time, or the adequacy of the EIR, the parties. hereby agree to cooperate in defending said action as set forth in this Section 25. The city shall have the right, but not the obligation, to defend any such action; provided, that without the Developer's (and its successors' and assigns') prior written consent,. which consent shall not be unreasonably withheld, city shall not enter into any settlement or compromise of any claim which has the effect, directly or indirectly, of prohibiting, preventing, delaying, or 27