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to be bound by such contracts or agreements. Upon the Developer Event of Default that has not been cured pursuant to this Agreement, in accordance with the Assignment Agreement, the City may use any of the Collateral Documents for any purpose for which the Developer could have used them for construction of the Development, and the Developer shall cooperate with the City to implement the Assignment Agreement and immediately deposit with the City, for the City's use, all the Collateral Documents. (b) Prior to Close of Escrow, except as provided below, the sole recourse of the City after an uncured Event of Default under this Agreement, and with respect to the principal of, or interest on, the Promissory Note shall be to the property described in the Assignment Agreement; provided, however, that nothing contained in the foregoing limitation of liability shall: (1) limit or impair the enforcement against all such security for the Promissory Note of all the rights and remedies of the City thereunder; or (2) be deemed in any way to impair the right of the City to assert the unpaid principal amount of the Promissory Note as demand for money within the meaning and intendment of Section 431.70 of the California Code of Civil Procedure or any successor provision thereto. The foregoing limitation of liability is intended to apply only to the obligation for the repayment of the principal of, and payment of interest on the Note, except as hereafter set forth; nothing contained herein is intended to relieve the Developer of its indemnification obligations under this Agreement or any of the City Documents or liability for fraud or willful misrepresentation. ARTICLE 4. CONSTRUCTION OF IMPROVEMENTS Section 4.1 Construction Pursuant to Plans. Unless modified by operation of Section 4.2, the Improvements shall be constructed substantially in accordance with the Construction Plans and the terms and conditions of the land use permits and approvals and building permits, including any variances granted. Section 4.2 Change in Construction of Improvements. (a) If the Developer desires to make any material change in the Improvements which are not substantially consistent with the Final Construction Plans, the Developer shall submit the proposed change to the City for its approval. No change which is required for compliance with building codes or other government health and safety regulations shall be deemed material. If the Improvements, as modified by any such proposed change, will conform to the requirements of this Agreement, and the Construction Plans, the City shall approve the change by notifying the Developer in writing. For purposes of this Section, a material change shall mean any change which is expected to substantially alter the external appearance of the Development (including any color change) or which is expected to result in an individual change of One Hundred Thousand Dollars ($100,000) or a cumulative change of Two Hundred Fifty Thousand Dollars ($250,000), or more, in the cost of construction of the Improvements (determined from the Financing Plan approved following the completion of the Construction Plans ). (b) Unless a proposed change is rejected by the City within ten (10) business days, it shall be deemed approved. If rejected within such time period, the previously approved REV: 06-17-2020 PR 1199\09\2727850.8 ATTY/AGR.2020.100/353 Main Street Apartments LP (Page 31 of 143)