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8.A. - Page 67 <br /> to satisfy or remove any Prohibited Encumbrance that is not reimbursed to the City by the <br /> Developer within thirty (30) calendar days after written demand to the Developer for such <br /> reimbursement, shall accrue interest from the date such expense was incurred by the City at the <br /> lesser of: (i) the rate of ten percent (10 %) per annum; or (ii) the Usury Limit, until paid in full. <br /> 6.4 Developer Right to Contest Validity of Encumbrance. Developer may contest the <br /> validity of any Prohibited Encumbrance, and nothing in this Agreement shall require the <br /> Developer to pay or make provision for the payment of any tax, assessment, lien or charge <br /> associated with such Prohibited Encumbrance so long as Developer in good faith shall contest <br /> the validity or amount therein and so long as such delay in payment shall not subject the Site or <br /> the Project (or any portion thereof) to forfeiture or sale. <br /> 6.5 Rights of Lenders and City Regarding Permitted Encumbrances. <br /> (a) No Effect on Rights or Remedies. Any Permitted Encumbrance shall not <br /> affect, limit or restrict the City's rights or remedies under this Agreement, except as expressly <br /> provided in this Agreement. Nothing contained in any Permitted Encumbrance shall bind the <br /> City or impose any obligation on the City. City shall reasonably cooperate with Developer and <br /> Lender(s), if applicable. City acknowledges that financing may be critical to Developer, and <br /> City shall not unreasonably withhold consent to Lender's requirements, including but not limited <br /> to approval of subordination agreements consistent with current industry practice. <br /> (b) No Grants During Default. Any grant of a security interest in the Site <br /> during the period of any Default by the Developer shall be null and void, unless all Defaults of <br /> the Developer are cured concurrent with the grant of such security interest. <br /> (c) No Voluntary Amendment or Termination without Consent. No <br /> amendment or termination of this Agreement by j oint action of the City and the Developer shall <br /> be binding on a Lender, unless done with the prior written consent of the Lender. <br /> (d) Notices of Default. If the City gives any notice of Default to the <br /> Developer, the City will promptly send a copy of such notice to each Permitted Encumbrance of <br /> which the City has received notice and an address for service of notices. No notice by the City <br /> shall be effective against a Lender, unless and until the City has sent a copy of such notice to the <br /> Lender; provided that the City is only required to send notices to Lenders of which the City has <br /> received notice and an address for service of notices. <br /> (e) Cure Rights. A Lender shall have the right, but not the obligation, at any <br /> time prior to termination of this Agreement, to perform any obligation and cure any Default of <br /> the Developer under this Agreement. <br /> (f) Limitation on Termination Right. If any Default of the Developer shall <br /> occur that entitles the City to terminate this Agreement, the City shall not be entitled to terminate <br /> this Agreement, if a Lender shall do all of the following: <br /> 82483.00019\9644366. 13 <br /> ATTY /AGR /2015.146 /HAMILTON - WINSLOW DDA <br /> REV: 07 -22 -15 VR <br /> Page 26 of 102 <br />