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requested by any proposed Mortgagee for the purpose of implementing <br />the Mortgagee protection provisions contained in this Section 8 and <br />allowing such Mortgagee reasonable means to protect or preserve the lien <br />and security interest of its Mortgage hereunder, clarifying the non- <br />applicability of the provisions of this First Amended -and_Restated <br />Development Agreement to such Mortgagee as it relates to parcels other <br />than the Mortgage Parcel, and/or such other terms and provisions as are <br />customarily required by Mortgagees (taking into account the customary <br />requirements of their participants, syndication partners or ratings <br />agencies) in connection with any such financing; provided, however, that <br />no such Estoppel Certificate shall in any way materially adversely affect <br />any rights of the City or increase any obligations of City under this Fiat <br />Amended and Restated Developmens Agreement. <br />8.12 Conflicts. If there is any conflict between this Section 8 and any other <br />provision contained in this First._Atnen?st_?nd Restated Devel4gmcnt <br />Agreement, this Section 8 shall control. <br />9. MISCELLANEOUS PROVISIONS. <br />9.1 Rules of Construction. The singular includes the plural; the masculine <br />gender includes the feminine; "shall" is mandatory; "may" is permissive. If <br />there is more than one signer of this Fret Amended --i-d_R-estated <br />levelo me Agreement, their obligations are joint and several. <br />9.2 <br />Entire Agreement, Waivers and Amendments. This First Amended <br />and Restated De eel-Qpm.ent Agreement constitutes the entire <br />understanding and Agreernentagre n of the paaieWarties with respect <br />to the matters set forth in this First Amended and Restated <br />D_ eYe.L9ument Agreement. This First Amended and -Restated <br />Develo ment Agreement supersedes all negotiation or previous <br />Agreementsagreements between the parties Pwt s respecting this ELC? <br />Amended and Restated Development Agreement. All waivers of theme <br />provision of this First Amended and Restated Development Agreement <br />must be in writing and signed by the appropriate authorities of City or of <br />Owner. All amendments to this First A 1gnded and R st <br />eveloament Agreement must be in writing signed by the appropriate <br />authorities of City and Owner, in a form suitable for recording in the <br />Official Records of Orange County, California. Upon the completion of <br />performance of this Firms.Amend_a?.n?.?e?tt??.-Developmen <br />Agreement or its revocation or termination, an appropriate Certificate of <br />Completion acknowledging such occurrence signed by the appropriate <br />agents of Owner and City shall be recorded in the Official Records of <br />Orange County, California. <br />6590 QG1619\4217915544NN.1 2v25. -26- <br />75A-82