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(t) Agency's rights under Sections 808(B)(2) and 809(B)(5) of the DDA to the Project Drawings shall be subject and subordinate to the liens, rights and interests of Lender in any of the Project Drawings under the Loan Documents. (g) Agency's rights to reacquire the Project Site or any portion thereof pursuant to Sections 809(B)(4) or 810 of the DDA shall be subject and subordinate to Lender's liens, rights and interests under the Deed of Trust and the other Loan Documents, including, without limitation, Lender's right to receive payment in full of all indebtedness and obligations of Developer under the Loan Documents. (h) Notwithstanding any provisions to the contrary contained in the DDA, if Lender, any affiliate or any party that acquires a co-lending or participation interest in the Loan, shall acquire Developer's interest under the DDA by enforcement of its rights under the Loan Documents or by deed- in-lieu thereof, Lender, such affiliate or such other party shall have the right to transfer and assign all or any portion of its interest under the DDA, with Agency's consent, to any third party or parties selected by Lender, such affiliate or such other party; provided, however, that (i) Lender, such affiliate, such party that acquires a co-lending or participation interest in the Loan or such transferee shall cure any defaults under the DDA required to be cured (subject to subparagraph (c», and (ii) Agency shall receive an executed counterpart copy of the instrument of transfer, together with the express assumption by such transferee of all of Developer's obligations under the DDA accruing from or after the date of transfer. Agency's consent to such transfer and assignment shall be promptly be given upon the certification to Agency by Lender, such affiliate or such other party that it has determined that the proposed transferee is of good reputation with sufficient financial responsibility to carry out its responsibilities under the DDA. (i) Developer shall cause the Public Parking Facility to be constructed and completed in a good and workmanlike manner, in compliance with all applicable codes and other laws, free of any mechanics' or materialmen's liens or claims of lien and on or before the date required in order to enable Developer timely to perform its obligations under the BLA to construct and complete the Improvements. 6. Lender Representations. Warranties and Certifications. Lender hereby represents, warrants and certifies to Agency and City as follows: (a) Lender has full power and authority to execute and deliver this Agreement, the Loan Documents to which Lender is a party and all documents and instruments to be executed and delivered by Lender pursuant thereto and to perform Lender's obligations hereunder and thereunder. (b) This Agreement, the Loan Documents to which Lender is a party and all documents and instruments to be executed and delivered by Lender pursuant thereto have been duly and validly authorized by Lender, duly executed and delivered by Lender and constitute the legal, valid and binding obligations of Lender, enforceable in accordance with their respective terms. - 7 - . -.- .....