Agmt15 Hamiilton & Winslow Properties, LLC - DDA

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6.2 No Prohibited Encumbrances. The Developer shall not record or allow to be recorded against all or any portion of the Site or the Project any mortgage, deed of trust, encumbrance or lien that is a Prohibited Encumbrance. The Developer shall remove or cause to be removed any Prohibited Encumbrance made or recorded against all or any portion of the Site or the Project or shall assure the complete satisfaction of any such Prohibited Encumbrance to the satisfaction of the City. The covenants of the Developer set forth in this Section 6.2 regarding the placement of encumbrances against the Project or the Site shall run with the land and bind successive owners of the Site, until issuance of a Certificate of Completion for the Project, whereupon such obligations shall terminate. Any encumbrance not specifically approved by the City prior to the issuance of a Certificate of Completion shall be deemed a Prohibited Encumbrance. 6.3 Citv Right to Discharge Prohibited Encumbrances. After sixty (60) calendar days prior written Notice to the Developer, and provided that the Developer has not satisfied or removed the subject Prohibited Encumbrance (or if the subject Prohibited Encumbrance is not susceptible of satisfaction or removal within such sixty-day period, the Developer fails to commence the satisfaction or removal of the subject Prohibited Encumbrance within such period and thereafter to prosecute diligently to completion), the City shall have the right, but not the obligation, to satisfy or remove any Prohibited Encumbrance against the Site or the Project and receive reimbursement from the Developer for any amounts paid or incurred in satisfying or removing any such Prohibited Encumbrance, upon demand. Any amount expended by the City to satisfy or remove any Prohibited Encumbrance that is not reimbursed to the City by the Developer within thirty (30) calendar days after written demand to the Developer for such reimbursement, shall accrue interest from the date such expense was incurred by the City at the lesser of: (i)the rate of ten percent (10%)per annum; or(ii) the Usury Limit, until paid in full. 6.4 Developer Ri�ht to Contest Validity of Encumbrance. Developer may contest the validity of any Prohibited Encumbrance, and nothing in this Agreement shall require the Developer to pay or make provision for the payment of any tax, assessment, lien or charge associated with such Prohibited Encumbrance so long as Developer in good faith shall contest the validity or amount therein and so long as such delay in payment shall not subject the Site or the Project(or any portion thereo�to forfeiture or sale. 6.5 Ri�hts of Lenders and Cit� ag rding Permitted Encumbrances. (a) No Effect on Ri�hts or Remedies. Any Permitted Encumbrance shall not affect, limit or restrict the City's rights or remedies under this Agreement, except as expressly provided in this Agreement. Nothing contained in any Permitted Encumbrance shall bind the City or impose any obligation on the City. City shall reasonably cooperate with Developer and Lender(s), if applicable. City acknowledges that financing may be critical to Developer, and City shall not unreasonably withhold consent to Lender's requirements, including but not limited to approval of subordination agreements consistent with current industry practice. (b) No Grants During Default. Any grant of a security interest in the Site during the period of any Default by the Developer shall be null and void, unless all Defaults of the Developer are cured concurrent with the grant of such security interest. ATTY/AGR/2015.146/HAMILTON-WINSLOW DDA REV:08-18-15 VR Page 25 of 40 82483.00019\9644366.16