Item 28 - Public Hearing - Amendment Application for the Village Santa Ana Specific Plan

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(ii) Mortgagee's Right to Cure. Notwithstanding anything stated to the contrary in this Agreement, this Agreement shall not be terminated as to any Project Phase because of a default or breach hereunder on the part of Owner until and unless: (1) written notice of any such default or breach has been delivered to Mortgagee in accordance with the provisions of Section 9.1.4(a)(i) above, (2) with respect to a default or breach that is curable solely by the payment of money, Mortgagee, Owner have failed to cure such default or breach within thirty (30) days following the expiration of any of Owner's notice and cure periods set forth herein, and (3) with respect to a default or breach that is not curable solely by the payment of money, Mortgagee, Owner have failed to cure such default or breach within ninety (90) days following the expiration of any of Owner's notice and cure periods set forth herein or, if such default or breach is curable but cannot be cured within such time period, (i) Mortgagee has failed to notify City within such ninety (90) day time period that Mortgagee intends to cure such default or breach, (ii) Mortgagee fails to commence to cure such default or breach within such ninety (90) day period, or (iii) Mortgagee fails to diligently prosecute such cure to completion. It is expressly understood and agreed that no Mortgagee shall have any obligation hereunder to cure or complete any cure of any breach or default by Owner hereunder. (b) Permitted Transfers to Mortgagee. (i) Notwithstanding anything stated to the contrary in this Agreement, the following transfers shall be permitted and shall not require the approval or consent of City: (1) A transfer of the Property (and the concurrent transfer of the Owner's rights under this Agreement with respect to the Project Phase provided the conditions in Section 2.5.1 hereof have been complied with as to such Project Phase), at a foreclosure sale under a Mortgage, whether pursuant to the power of sale contained therein or a judicial foreclosure decree, or by an assignment in lieu of foreclosure, or (2) Any subsequent transfer by a Mortgagee (or its nominee or designee if the Mortgagee, or such nominee or designee, is the purchaser at such foreclosure sale or under such assignment in lieu of foreclosure) with respect to the Property, and the concurrent transfer of the Owner's rights under this Agreement with respect to the Project Phase that is transferred, provided that the conditions in Section 2.5.1 hereof have been complied with as to such Project Phase. (ii) Any transferee arising from any transfer permitted above shall be liable to perform the obligations of Owner, as applicable, under this Agreement only so long as such transferee holds title to the Property, provided that upon any such conveyance of title, such transferee's transferee expressly assumes and agrees to perform all of the obligations of this Agreement first arising after the date of such conveyance to the extent applicable to the Project Phase. (iii) Following the transfer, if any, described in Section 9.1.4(b)(i) above, all non -curable defaults existing under this Agreement prior to such transfer shall be deemed waived without further notice or action of any party.