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D. In order to induce Lender to make the Loan to Developer, (i) Developer desires to assign to Lender its right, title and interest under the DDA and Construction Agreement as security for Developer's perfonnance of its obligations under the Loan Documents, (ii) Agency desires to consent to such assignment and (iii) Developer, Agency and City desire to make certain representations, warranties, certifications and agreements with respect to the DDA and the Construction Agreement for the benefit of Lender, on the tenns and conditions contained in this Agreement. NOW, THEREFORE, the parties hereto agree as follows: 1. Assie:nment of DDA. Developer hereby assigns, transfers and conveys to Lender all of Developer's right, title and interest under the DDA and the Construction Agreement as security for the payment and perfonnance of Developer's obligations under the Loan Documents, on the tenns and conditions contained in this Agreement. 2. Consent and Åe:reement of Åe:ency. City. Agency and City each hereby consents to Developer's assignment, transfer and conveyance to Le nder of Developer's right, title and interest under the DDA and the Construction Agreement pursuant to Section 1 of this Agreement. Agency and City each agrees in favor of Lender to perfonn in a timely manner all covenants, agreements and obligations of Agency and City, respectively, under the DDA and the Construction Agreement in strict compliance with the tenns and conditions thereof. Neither Agency nor City shall modify, amend, tenninate or accept a waiver or release, in any material respect, of any of its covenants, agreements and obligations under the DDA or the Construction Agreement without the prior written consent of Lender. Agency further agrees that all liens, security interests and encumbrances created in favor of Lender under the Loan Documerts shall be prior and superior to any lien of Agency arising under or pursuant to the DDA to the full extent of all amounts owing to Lender under the Loan Documents and all extensions, renewals, modifications, supplements, replacements, or consolidations thereof, and Agency waives any and all rights Agency may now have or hereafter acquire to claim a priority of lien, in whole or in part, over any liens, security interests and encumbrances created in favor of Lender under the Loan Documents. At Lender's request, Agency shall execute and deliver such subordination agreements as Lender shall deem necessary or appropriate in order to evidence such agreement and waiver by Agency. Lender agrees that Lender shall not increase the principal amount of Loan without the prior written consent of Agency and City, which consent shall not be unreasonably withheld; provided, however, that the foregoing limitation on increases in the principal amount of the Loan shall not apply to protective advances made by Lender pursuart to the Loan Documents in order to protect Lender's security. 3. Å2encv. City Representations. Warranties and Certifications. Agency and City, as applicable, each hereby represents, warrants and certifies to Lender as follows: (a) Agency and City each has full power and authority to execute and deliver this Agreement, the DDA, the Construction Agreement and all documents and instruments to be executed and delivered by such party pursuant thereto and to perfonn such party's obligations hereunder and thereunder. - 2- . _.. ".