75D - PH - MATER DEI EXPANSION AND PARKING STRUCTURE

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(b) Promptly meet and confer with the other party in good faith and make a reasonable attempt to modify or suspend this Second Amendment to comply with such law, ordinance, rule, policy or regulation or judicial decision. Thereafter, regardless of whether the parties reach agreement on the effect of such law, ordinance, Mile, policy or regulation upon this Second Amendment, the matter shall be scheduled for a bearing before the City Council upon thirty (30) days notice, for the purposes of determining the exact modification or suspension which is required by such law, ordinance, rule, policy, regulation or judicial decision. It is the express intent of the parties to modify this Second Amendment to allow for the development of the Development in as close conformity to the terms and conditions of this Second Amendment as reasonably possible, Nothing herein shall preclude Developer from challenging the conflicting law, rile, regulation or policy. 16. Mortgagees In the event City receives written notice from any institutional lender or pension trust (a "Mortgagee ") that it has obtained a deed of trust or mortgage on all or any portion of the Property (a "Mortgage "), together with a copy thereof, City agrees as follows: (a) City shall mail, first- class, postage prepaid, to each Mortgagee a copy of any notice given to Developer concurrently with the giving of such notice to Developer, If Developer fails to cure such default within the period allowed in this Second Amendment, City shall give another written notice to each Mortgagee of such failure. (b) City shall not terminate or cancel this Second Amendment (i) if any Mortgagee has cured any default curable by payment of money within thirty (30) days of notice, or (ii) if a non - monetary default, any Mortgagee has commenced, in good faith, to cure such non - monetary default and diligently proceeds to cure such non - monetary default within a reasonable time, A default shall be deemed cured by the giving of a written agreement by any Mortgagee or by any purchaser of the Property upon a foreclosure of a Mortgage or by a transfer by deed in lieu of foreclosure (herein, a "Purchaser ") to continue to be bound by the terms of this Second Amendment. (c) City shall accept the performance of any such Mortgagee or Purchaser as if such performance were rendered by Developer, Each Mortgagee and each such Purchaser shall have the right but not the obligation, to remedy any defaults of Developer within the time specified herein. No Mortgagee or Purchaser shall have any liability under this Second Amendment except for acts or events which occur while such Mortgagee or Purchaser holds title to the Property or portion thereof. (d) The provisions of this Section 17 are solely for the benefit of Mortgagees and Purchasers and shall not otherwise impair any rights of City against Developer. (e) No default or event of default hereumder by Developer shall defeat, impair or render invalid the lien of any Mortgage made in good faith and for value as to the Development or any portion thereof, (f) City, by resolution of the City Council, may modify or add to the provisions of this Section 17 at the request of any institutional lender or pension trust providing -12- 75D -198