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<br />hereunder with respect to the Mortgage Parcel, but no such delegation shall be binding upon the City <br />unless and until either Owner or such Mortgagee shall give to the City a true and correct copy of a <br />written instrument effecting such delegation. Such delegation of authority may be effected by the <br />terms of the Mortgage itself, in which case service upon the other Party of an executed counterpart or <br />confonned copy of said Mortgage, together with written notice specifying the provisions therein <br />which delegates such authority to said Mortgagee, shall be sufficient to give such other Party notice <br />of such delegation. No such delegation or assignment shall relieve the Owner of that Mortgage <br />Parcel of any of its obligations hereunder with respect to such Mortgage Parcel. <br /> <br />8.9 No Obligation to Cure. Nothing herein contained shall requIre any <br />Mortgagee to cure any default of Owner referred to above. <br /> <br />8.10 Separate Agreement. The City shall, upon request, execute, acknowledge <br />and deliver to each Mortgagee requesting same, an agreement prepared at the sole cost and expense <br />of Owner, in form satisfactory to such Mortgagee and the City, between the City and the Mortgagees, <br />agreeing to all of the provisions hereof, provided Owner pays for all legal and other consulting costs <br />incurred by City in reviewing same. <br /> <br />8.11 Estoppel Certificate. Within thirty (30) days after written request therefore, <br />the City shall execute and deliver to any proposed Mortgagee in connection with its new Mortgage <br />and to such Mortgagee thereafter from time to time an estoppel certificate in form and substance <br />satisfactory to Owner and such Mortgagee ("Estoppel Certificate"). The City hereby agrees to <br />reasonably cooperate in including in any such Estoppel Certificate from time to time any provision <br />which may reasonably be requested by any proposed Mortgagee for the purpose of implementing the <br />Mortgagee protection provisions contained in this Section 8 and allowing such Mortgagee reasonable <br />means to protect or preserve the lien and security interest of its Mortgage hereunder, clarifying the <br />non-applicability of the provisions of this Agreement to such Mortgagee as it relates to parcels other <br />than the Mortgage Parcel, and/or such other terms and provisions as are customarily required by <br />Mortgagees (taking into account the customary requirements of their participants, syndication <br />partners or ratings agencies) in connection with any such financing; provided, however, that no such <br />Estoppel Certificate shall in any way materially adversely affect any rights of the City or increase <br />any obligations of City under this Agreement. <br /> <br />8.12 Conflicts. If there is any conflict between this Section 8 and any other <br />provision contained in this Agreement, this Section 8 shall control. <br /> <br />9. MISCELLANEOUS PROVISIONS. <br /> <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 there is more than <br />one signer of this Agreement, their obligations are joint and several. <br /> <br />9.2 Entire Agreement, Waivers and Amendments. This Agreement <br />constitutes the entire understanding and Agreement of the parties with respect to the matters set <br />forth in this Agreement. This Agreement supersedes all negotiation or previous Agreements <br />between the parties respecting this Agreement. All waivers of the provision of this Agreement <br />must be in writing and signed by the appropriate authorities of City or of Owner. All <br />amendments to this Agreement must be in writing signed by the appropriate authorities of City <br /> <br />- 16- <br />