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the City's obligations under this Agreement. The City Manager may delegate her or his powers and duties under this Agreement to an authorized management level employee of the City. 8.21 Estoppel Certificate. Within ten (10) business days following a written request by any of the Parties, the other Party shall execute and deliver to the requesting Party a statement certifying that (i) either this Agreement is unmodified and in full force and effect or there have been specified (date and nature) modifications to the Agreement, but it remains in full force and effect as modified; and (ii) either there are no known current uncured defaults under this Agreement or that the responding Party alleges that specified (date and nature) defaults exist. The statement shall also provide any other reasonable information requested. The failure to timely deliver this statement shall constitute a conclusive presumption that this Agreement is in fall force and effect without modification, except as may be represented by the requesting Party, and that there are no uncured defaults in the performance of the requesting Party, except as may be represented by the requesting Party. 8.22 No Subordination. City's approval of the necessary land use entitlements that authorize Developer to develop, operate, and maintain the Project was based upon Developer's obligation to provide the Affordable Units pursuant to the State Density Bonus Law, City Density Bonus for Affordable Housing, and the terms and conditions of this Agreement. For the duration of the Term, this Agreement shall have priority over any and all mortgages, deeds of trust, and other similar forms of secured financing recorded against the Property or any portion thereof, unless otherwise approved by City in writing. Developer expressly understands and acknowledges that state law requires preservation of Affordability Covenants in connection with the approval of this density bonus project. 8.23 Mortgagee Protections. Notwithstanding anything to the contrary set forth elsewhere herein, Developer may obtain financing for the development and construction of the Project, which financing may be secured by a lien or charge of a mortgage, deed of trust, or other security interest then of record made in good faith and for value(a"Mortgage")without the City's consent; provided, however, that the Mortgage is subject to and subordinate to this Agreement unless otherwise approved by the City in writing, in its sole and absolute discretion. Upon the written request therefore by any holder of a Mortgage (a "Mortgagee"), the City shall provide such Mortgagee copies of any notice of default or demand to perform provided to Developer under this Agreement substantially concurrently with its delivery to Developer and agrees that such Mortgagee may,but is under no obligation to, cure any such default pursuant to Section 6. In the event a Mortgage exists for which City has received notice from the Mortgagee pursuant to this Section, this Agreement shall not be amended, supplemented, restated or otherwise modified in any manner without the prior written consent of such Mortgagee, which shall not be unreasonably withheld, conditioned, or delayed. The City's rights pursuant to Section 6 shall be superior to,but shall not render invalid, any mortgage or deed of trust recorded against the Property or any portion thereof, including without limitation, any Affordable Unit. Notwithstanding any other provision in this Agreement to the contrary, this Agreement shall not diminish or affect the rights of the California Housing Finance Agency ("CaIHFA"), HUD, the Federal National Mortgage Association ("FNMA"), or the Veterans Administration ("VA") under any mortgage recorded against the Property in compliance with the Declaration. The City further agrees to execute and deliver to Mortgagee such further and other documents as Mortgagee may reasonably require to effect the purpose and intent of this Section. Page 25 55394.00101\43721567.1