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8.A. - Page 69 <br /> (i) Accept an assignment of the Site, subject to this Agreement, in lieu <br /> of foreclosure; or <br /> (ii) Cause a foreclosure sale of the Site, subject to this Agreement, to <br /> be held pursuant to either judicial proceedings or power of sale, pursuant to the applicable <br /> Permitted Encumbrance. <br /> (j) Holder Not Obligated to Construct Project. The holder of any mortgage, <br /> deed of trust or other security interest authorized by this Agreement shall in no way be obligated <br /> by the provisions of this Agreement to construct or complete the Project or to guarantee such <br /> construction or completion, nor shall any covenant or any other provision in the grant deed for <br /> the Site be construed so to obligate such holder. Nothing in this Agreement shall be deemed to <br /> construe, permit or authorize any such holder to devote the Site or any portion thereof to any <br /> uses or to construct any improvements thereon other than those uses or improvements provided <br /> for or authorized by this Agreement. <br /> (k) Release on Subsequent Transfer. Further, any Lender that has acquired <br /> the Site by exercise of its rights or remedies under its Permitted Encumbrance and assumed the <br /> Developer's obligations under this Agreement, shall be released from all obligations under this <br /> Agreement arising after such person assigns this Agreement and the Site to an assignee <br /> consented to by the City. <br /> (1) Statement of City Rights. A Lender shall include a statement in any notice <br /> of foreclosure sale disclosing the requirements for the City's consent to an assignee or purchaser <br /> upon foreclosure. <br /> (m) Restrictions on Transfer. No Lender shall assign its Permitted <br /> Encumbrance, in whole or in part, to any Person that is not a Lender, without the City's prior <br /> written consent, in each instance, which consent shall be granted or denied within thirty (30) <br /> days after the City's receipt of a written request for consent and all documents reasonably <br /> required by the City to process the request for consent. <br /> (n) Negotiation of Modifications to this Agreement. The City agrees to <br /> negotiate in good faith with Developer and /or a Lender providing the initial construction Loan <br /> and any potential Lender that is providing financing that refinances the initial construction Loan <br /> until completion of construction of the Project, to amend this Agreement to provide such terms <br /> as the Lender may reasonably require to protect its prospective Mortgage against the Site; <br /> provided that such Mortgage shall qualify as a Permitted Encumbrance and any such amended <br /> terms do not materially adversely affect the City's rights or materially increase the City's <br /> obligations or materially decrease the Developer's obligations under this Agreement. The City <br /> will not be liable to the Developer, any Lender or any other entity for any loss, damage, or injury <br /> of any kind arising from the City's refusal to amend this Agreement in a manner that would <br /> result in any such modifications. Any modifications to this Agreement relating to a prospective <br /> financing between the Developer and a Lender shall be expressly subject to a condition <br /> precedent that the financing transaction closes. <br /> 82483.00019\9644366. 13 <br /> ATTY /AGR /2015.146 /HAMILTON - WINSLOW DDA <br /> REV: 07 -22 -15 VR <br /> Page 28 of 102 <br />