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(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) Ne�otiation of Modifications to this A�reement. 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 /> (o) Termination of Permitted Encumbrance Rights. If a Lender is entitled to <br /> exercise any rights pursuant to this Section 6.5, then such entitlement shall not terminate, unless <br /> and until such time, if any, as either: (1) its Permitted Encumbrance shall have been satisfied; <br /> (2) such Lender has consented in writing to termination of its rights under this Section 6.5; or <br /> (3) after the City has complied with all requirements of this Section 6.5, the City has validly <br /> terminated this Agreement. Upon any such termination, all obligations formerly secured by <br /> Permitted Encumbrance(s) shall no longer be secured by the Site. <br /> 6.6 No Approval Required After Certificate of Completion Issued. Upon the issuance <br /> of a Certificate of Completion, City's right with respect to approval of Loans, construction <br /> financing, loan documents, lender assignments and transfers shall be of no further force or effect <br /> without the necessity of notice ar further agreement. Upon the written request of Developer <br /> following the expiration of the obligations set forth in this Article 6, City agrees to confirm in <br /> writing the expiry of such special covenant and execute and deliver to Developer such <br /> documents or agreements, including quitclaim deeds, as are necessary to remove such expired <br /> special covenant from any recorded document. <br /> ARTICLE 7. EVENTS OF DEFAULT; REMEDIES; TERMINATION; ATTORNEYS' FEES. <br /> 7.1 A�plication of Remedies. This Article 7 shall govern the Parties' remedies for <br /> breach or failure under this Agreement. <br /> 7.2 No Fault of Parties. <br /> (a) Events of Termination. The following events constitute a basis for a party <br /> to terminate this Agreement as provided herein without the fault of the other: <br /> ATTY/AGR/2015.146/HAMILTON-WINSLOW DDA <br /> REV:08-18-15 VR <br /> Page 28 of 40 <br /> 82483.00019\9644366.16 <br />